First Eagle Private Credit Fund

Item 8.01 Other Events On March 3, 2025, First Eagle Holdings, Inc. announced a definitive agreement under which funds managed by Genstar Capital will make a majority investment in First Eagle Holdings, Inc. First Eagle Holdings, Inc. is the parent company to First Eagle Investment Management, LLC, which is the investment adviser to First Eagle Private Credit Fund (the “Fund” or “FEPCF”), and First Eagle Alternative Credit, LLC, which is the investment subadviser to the Fund. Genstar Capital is a private equity firm focused on investments in targeted segments of the financial services, healthcare, industrials, and software industries. The transaction will involve the buyout of all interests in First Eagle Holdings, Inc. currently held by funds indirectly controlled by Blackstone Inc. and Corsair Capital LLC and certain related co-investors. The transaction is expected to be completed in the second half of 2025, subject to customary closing conditions, including obtaining necessary fund and client consents and customary regulatory approvals. As required under the Investment Company Act of 1940, as amended, closing of the transaction will be deemed an “assignment” of the current investment advisory agreement between the Fund and First Eagle Investment Management, LLC, and the current subadvisory agreement between the Fund, First Eagle Investment Management, LLC and First Eagle Alternative Credit, LLC, which will result in automatic termination of the agreements. It is anticipated that the Board of Trustees of the Fund (the “Board”) will consider a new substantially identical investment advisory agreement with First Eagle Investment Management, LLC and a new substantially identical subadvisory agreement with First Eagle Alternative Credit, LLC (together, the “New Advisory Agreements”). If approved by the Board, the New Advisory Agreements will be presented to the shareholders of the Fund for approval, and, if so approved by shareholders, will take effect upon closing of the transaction or such later time as shareholder approval is obtained. The transaction is not expected to result in any change in the portfolio management of the Fund or in the Fund’s investment objectives or policies. A copy of the press release issued by First Eagle Holdings, Inc. and Genstar Capital announcing the transaction is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01. The information in Item 8.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section.