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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0000315066-23-002207 0000315066 XXXXXXXX LIVE 14 Common Shares of Beneficial Ownership 10/28/2025 false 0001920453 31634E306 Fidelity Private Credit Fund 245 SUMMER STREET BOSTON MA 02210 Stephanie J. Brown 603-791-1558 One Spartan Way Merrimack NH 03054 0000315066 N FMR LLC WC N DE 2376107.59 0.00 2376107.59 0.00 2376107.59 N 4.9 HC Y Abigail P. Johnson AF N X1 0.00 0.00 2376107.59 0.00 2376107.59 N 4.9 IN Common Shares of Beneficial Ownership Fidelity Private Credit Fund 245 SUMMER STREET BOSTON MA 02210 This statement constitutes Amendment No. 14 ("Amendment No. 14") to the Schedule 13D originally filed with the Securities and Exchange Commission on March 23, 2023 (the "Original Schedule 13D"), which Original Schedule 13D was amended by Amendment No. 1 on April 26, 2023, and was amended by Amendment No. 2 on May 26, 2023, and was amended by Amendment No. 3 on July 13, 2023, and was amended by Amendment No. 4 on July 28, 2023, and was amended by Amendment No. 5 on August 28, 2023, and was amended by Amendment No. 6 on September 28, 2023, and was amended by Amendment No. 7 on October 27, 2023, and was amended by Amendment No. 8 on November 29, 2023, and was amended by Amendment No. 9 on January 3, 2024, and was amended by Amendment No. 10 on March 1, 2024, and was amended by Amendment No. 11 on May 30, 2024, and was amended by Amendment No. 12 on August 28, 2024, and was amended by Amendment No. 13 on March 31, 2025, and relates to the Common Shares of Beneficial Ownership, of Fidelity Private Credit Fund, a Delaware statutory trust (the "Issuer"), which has its principal executive offices at 245 Summer Street, Boston, MA, 02210 (the "Company"). Except as specifically amended by this Amendment No. 14, the Schedule 13D is unchanged. Please see Exhibit 99 - Schedule A. The information in Item 2(b)- (c) and (f) is hereby amended by replacing Schedule A thereof with the Schedule A attached hereto. Please see 2(b) above. Please see 2(b) above. Please see Exhibit 99. Since its most recent Schedule 13D filing, the FMR Reporters acquired 15,406.513 Common Shares pursuant to the DRP. The information contained on the cover page of this Schedule 13D is incorporated herein by reference. As of the date hereof, FMR Reporters directly own 2,376,107.585 issued and outstanding Common Shares of Beneficial Ownership representing 4.909% of the total amount of Common Shares of Beneficial Ownership and have the sole power to vote and dispose of such shares.* *FMR Reporters hold Class I, Class S, and Class D Commons Shares. These share classes are not considered distinct classes for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, as the price and voting rights do not differentiate between the three classes. Therefore, this Schedule 13D refers to the shares as Common Shares of Beneficial Ownership. For purposes of reporting a single CUSIP as required by the Form, the CUSIP of the class of common shares that represent the largest holding has been provided. Please see 5(a) above. During the past 60 days, the following transactions occurred in the Class I Common Shares for cash as set forth below. (i) FMR Reporters effected the following transactions: Number of Shares Price Per Date Purchased/(Sold) Share FMR 9/29/2025* 145,786.380 $25.38 Bart Grenier 10/28/2025** (20,000.281) $25.27 During the past 60 days, the FMR Reporters acquired additional Common Shares pursuant to the DRP as follows: Date Class Number of Shares Price Per FMR 9/29/2025 I 1,216.647 $25.38 9/29/2025 S 3.367 $25.36 9/29/2025 D 3.634 $25.38 FMR 10/28/2025 I 1,161.828 $25.27 10/28/2025 S 3.194 $25.24 10/28/2025 D 3.464 $25.27 *On September 2, 2025, the Reporting Person's subscription to purchase Class I Common Shares of the Issuer was accepted. On September 29, 2025, the number of shares being purchased by the Reporting Person was fixed when the purchase price per share was determined by the Issuer. **On September 30, 2025, the Reporting Person's redemption to dispose Class I Common Shares of the Issuer was accepted. On October 28, 2025, the number of shares being disposed of by the Reporting Person was fixed when the redemption price per share was determined by the Issuer. To the best knowledge of the FMR Reporters, no person other than the FMR Reporters have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the FMR Reporters identified in this Item 5. The reporting person ceased to be the beneficial owner of more than five percent of the Common Shares as of October 28, 2025. Exhibit Number Description Exhibit 99 RULE 13d-1(k)(1) AGREEMENT FMR LLC /s/ Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3,2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* 10/29/2025 Abigail P. Johnson /s/ Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson** 10/29/2025 *This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. **This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.