8-K

FIRST EAGLE PRIVATE CREDIT FUND

Date: January 24, 2025

/s/ Jennifer Wilson

Jennifer Wilson

Chief Financial Officer and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 24, 2025

First Eagle Private Credit Fund

(Exact name of registrant as specified in its charter)


Delaware	814-01642	87-6975595
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)


1345 Avenue of the Americas
New York, NY		10105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212)

698-3300

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02

Unregistered Sale of Equity Securities

As of January 1, 2025, First Eagle Private Credit Fund (the “

Fund

”) sold unregistered Common Shares of beneficial interest (with the final number of shares being determined on January 24, 2025) to a feeder vehicle primarily created to hold the Fund’s Common Shares. The offer and sale of these 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 “

Private Offering

”). The following table details the shares sold:


Date of Unregistered Sale	Amount of Common Shares		Consideration
As of January 1, 2025 (number of shares finalized on January 24, 2025)		37,241	$	901,600

Item 8.01

Other Events

December 31, 2024 Net Asset Value per Share

As of the close of business on December 31, 2024, there were approximately 12,407,361 Shares issued and outstanding. The net asset value of the Shares is $24.21 per Share, as of December 31, 2024.

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.


Exhibit No.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form

8-K

to be signed on its behalf by the undersigned hereunto duly authorized.