Current Report · Items 2.02, 3.02, 7.01, 8.01, 9.01 · 8-K
First Eagle Private Credit Fund
Results of Operations and Financial Condition · Unregistered Sales of Equity Securities · Regulation FD Disclosure · Other Events
Item 2.02 Results of Operations and Financial Condition. The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.
Filed Oct 23, 2026Accepted Oct 23, 2026, 4:15 PM EDTCIK 1890107Accession 0001193125-26-430447
Company context
First Eagle Investments is an independent, privately owned investment management firm headquartered in New York with approximately $222 billion in assets under management as of July 31, 2026. Dedicated to providing prudent stewardship of client assets, the firm focuses on active, fundamental and benchmark-agnostic investing, with a strong emphasis on downside mitigation. With a heritage dating back to 1864, First Eagle strives to help clients avoid permanent impairment of capital and earn attractive returns through widely varied economic cycles. The firm’s investment capabilities include equity, fixed income, alternative credit and multi-asset strategies.
Registered securities in this filing
First Eagle Private Credit Fund · 8-K · Filed 2026-10-23
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
N/A
- Symbol
- No trading symbol declared
- Exchange
- NONE
- Classification
- OTHER
Filing context
Context: C_46f3307a-95e6-46d1-8733-1df85ffc5767
Dimensions: Not supplied
No-trading-symbol fact: true
Accession 000119312526430447 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 2.02, 3.02, 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition.
The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
As of October 1, 2026, First Eagle Private Credit Fund (the “Fund”) sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on October 23, 2026) to a feeder vehicle primarily created to hold the Fund’s common shares. The offer and sale of these Class I common shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder. The following table details the shares sold:
Date of Unregistered Sale Amount of Class I Common Shares Consideration
───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
As of October 1, 2026 (number of shares finalized on October 23, 2026) 416,844 $9,800,000
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
October 2026 Distributions
On October 22, 2026, the Fund declared regular distributions for each class of its common shares in the amounts per share set forth below:
Gross Distribution Shareholder Servicing and/or Distribution Fee Net Distributions
───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Class I Common Shares $0.190 $0.000 $0.190
Class D Common Shares $0.190 $0.005 $0.185
The distributions for each class of common shares are payable to shareholders of record as of the open of business on October 30, 2026 and will be paid on November 27, 2026.These distributions will be paid in cash or reinvested in common shares for shareholders participating in the Fund’s distribution reinvestment plan.
Item 8.01 Other Events.
September 30, 2026 Net Asset Value per Share
The net asset value (the “NAV”) per share of each class of the Fund as of September 30, 2026, as determined in accordance with the Fund’s valuation policy, is set forth below.
NAV as of September 30, 2026
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Class I Common Shares $23.51
Class D Common Shares $23.51
As of September 30, 2026, the aggregate NAV of the Fund was $292.2 million, the fair value of its investment portfolio was approximately $526.5 million, its investment portfolio had a weighted average tenor of 3.651, and it had approximately $263.6 million of principal debt outstanding, resulting in a debt-to-equity ratio of 0.90x.
Direct Lending
As of September 30, 2026, the Direct Lending Portfolio had the following characteristics:
As of September 30, 2026
────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Weighted average yield on debt and income producing investments, at cost2 9.64%
Weighted average yield on debt and income producing investments, at fair value2 9.73%
1. Weighted average tenor represents the number of years to maturity for each investment, weighted based on the fair value of each respective investment.
2. Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing Direct Lending debt investments, divided by (b) total Direct Lending debt investments (at fair value or cost, as applicable). Actual yields earned over the life of each investment could differ materially from the yields presented above.
Shares Outstanding as of September 30, 2026
Shares Outstanding
as of September 30, 2026
Class I Common Shares 12,427,229
Class D Common Shares 4,205
Status of Offering
The Fund is currently publicly offering on a continuous basis up to $5.0 billion in common shares (the “Offering”). Additionally, the Fund has sold unregistered shares as part of a separate private offering (the “Private Offering”). The following table lists the common shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing. The table below does not include common shares sold through the Fund’s distribution reinvestment plan. The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis.
Common Shares Issued Total Consideration
Offering:
Class I Common Shares 18,192 $ 0.4 million
Class S Common Shares --- ---
Class D Common Shares 4,205 $ 0.1 million
Private Offering:
Class I Common Shares 12,888,290 $ 313.6 million
Class S Common Shares --- ---
Class D Common Shares --- ---
Total Offering and Private Offering* 12,910,687 $ 314.2 million
*Amounts may not sum due to rounding.
The information in Item 8.01 was not audited or reviewed or approved for purposes of financial statement preparation or as part of a comprehensive statement of the Fund’s financial results. In that regard, there can be no assurance that the Fund’s final results for the fiscal quarter ended September 30, 2026 will not differ materially from this information.
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 Exchange Act, or otherwise subject to the liabilities of such section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
September 30, 2026 Net Asset Value per Share
The net asset value (the “NAV”) per share of each class of the Fund as of September 30, 2026, as determined in accordance with the Fund’s valuation policy, is set forth below.
NAV as of September 30, 2026
───────────────────────────────────────────────────────────
Class I Common Shares $23.51
Class D Common Shares $23.51
As of September 30, 2026, the aggregate NAV of the Fund was $292.2 million, the fair value of its investment portfolio was approximately $526.5 million, its investment portfolio had a weighted average tenor of 3.651, and it had approximately $263.6 million of principal debt outstanding, resulting in a debt-to-equity ratio of 0.90x.
Direct Lending
As of September 30, 2026, the Direct Lending Portfolio had the following characteristics:
As of September 30, 2026
────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Weighted average yield on debt and income producing investments, at cost2 9.64%
Weighted average yield on debt and income producing investments, at fair value2 9.73%
1. Weighted average tenor represents the number of years to maturity for each investment, weighted based on the fair value of each respective investment.
2. Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing Direct Lending debt investments, divided by (b) total Direct Lending debt investments (at fair value or cost, as applicable). Actual yields earned over the life of each investment could differ materially from the yields presented above.
Shares Outstanding as of September 30, 2026
Shares Outstanding
as of September 30, 2026
Class I Common Shares 12,427,229
Class D Common Shares 4,205
Status of Offering
The Fund is currently publicly offering on a continuous basis up to $5.0 billion in common shares (the “Offering”). Additionally, the Fund has sold unregistered shares as part of a separate private offering (the “Private Offering”). The following table lists the common shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing. The table below does not include common shares sold through the Fund’s distribution reinvestment plan. The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis.
Common Shares Issued Total Consideration
Offering:
Class I Common Shares 18,192 $ 0.4 million
Class S Common Shares --- ---
Class D Common Shares 4,205 $ 0.1 million
Private Offering:
Class I Common Shares 12,888,290 $ 313.6 million
Class S Common Shares --- ---
Class D Common Shares --- ---
Total Offering and Private Offering* 12,910,687 $ 314.2 million
*Amounts may not sum due to rounding.
The information in Item 8.01 was not audited or reviewed or approved for purposes of financial statement preparation or as part of a comprehensive statement of the Fund’s financial results. In that regard, there can be no assurance that the Fund’s final results for the fiscal quarter ended September 30, 2026 will not differ materially from this information.
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 Exchange Act, or otherwise subject to the liabilities of such section.