Filed pursuant to Rule 424(b)(3)

File No. 333-278920

FIRST EAGLE PRIVATE CREDIT FUND

SUPPLEMENT NO. 3 DATED AUGUST 21, 2025

TO THE PROSPECTUS DATED MAY 1, 2025

This prospectus supplement (the “Supplement”) is part of and should be read in conjunction with the prospectus of First Eagle Private Credit Fund (“we,” “us,” “our,” or the “Fund”), dated May 1, 2025 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purposes of this Supplement are:

 

•

to update the Prospectus; and

 

•

to include our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025

Updates to Prospectus

 

I.

Closing of a Majority Investment in First Eagle Holdings, Inc. by Genstar Capital

As previously disclosed, on March 3, 2025, First Eagle Holdings, Inc. announced a definitive agreement under which private equity funds managed by Genstar Capital would acquire a majority investment in First Eagle Holdings, Inc. (the “Transaction”). The Transaction closed on August 15, 2025. First Eagle Holdings, Inc. is the parent company of First Eagle Investment Management, LLC (the “Adviser”), First Eagle Alternative Credit, LLC (the “Subadviser”) and FEF Distributors, LLC (the “Intermediary Manager”), the investment adviser, the investment subadviser and the intermediary manager, respectively, of First Eagle Private Credit Fund.

The closing of the Transaction was deemed an “assignment” under the Investment Company Act of 1940, as amended, of the prior investment advisory agreement between the Fund and the Adviser (the “Prior Advisory Agreement”), the prior investment subadvisory agreement among the Fund, the Adviser and the Subadviser (the “Prior Subadvisory Agreement,” and together with the Prior Advisory Agreement, the “Prior Advisory Agreements”) and the prior intermediary manager agreement between the Fund and the Intermediary Manager (the “Prior Intermediary Manager Agreement”). Accordingly, a new investment advisory agreement between the Fund and the Adviser (the “New Advisory Agreement”), a new investment subadvisory agreement among the Fund, the Adviser and the Subadviser (the “New Subadvisory Agreement,” and together with the New Advisory Agreement, the “New Advisory Agreements”) and a new intermediary manager agreement between the Fund and the Intermediary Manager (the “New Intermediary Manager Agreement”) were approved by the board of trustees of the Fund. In addition, at a special meeting of shareholders of the Fund held on June 27, 2025, the shareholders of the Fund approved the New Advisory Agreements.

The New Advisory Agreement, the New Subadvisory Agreement and the New Intermediary Manager Agreement, which are substantially similar to the Prior Advisory Agreement, the Prior Subadvisory Agreement and the Prior Intermediary Manager Agreement, respectively, became effective on August 15, 2025, as of the closing of the Transaction, and provide for the continuation of the Fund’s investment program and distribution arrangements without interruption.

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.

The information contained in this Supplement modifies (and if inconsistent, replaces), in particular, and without limitation, information contained in the sections of the Prospectus entitled “Prospectus Summary—Who are FEIM, FEAC and First Eagle?,” “Prospectus Summary—What are your policies related to conflicts of interests with the

Advisers and their affiliates?,” “Risk Factors—Risks Related to the Advisers and Their Affiliates; Conflicts of Interest—There may be conflicts of interest relating to certain affiliates,” “Advisory Agreement, Subadvisory Agreement and Administration Agreement,” “Potential Conflicts of Interest” and “Plan of Distribution—Term of the Intermediary Manager Agreement.” Any references to the continuing ownership of First Eagle Holdings, Inc. by Blackstone Inc. (“Blackstone”) and Corsair Capital LLC (“Corsair”) are superseded and removed. The discussions of conflicts of interest relating to the Adviser’s affiliates are also amended to remove references to Blackstone and Corsair and should now be understood to describe similar and corresponding conflicts of interest that will exist, to the extent applicable, with regard to Genstar Capital.

 

II.

Suitability Standards

In the “Suitability Standards” section of the Prospectus, the paragraph relating to “California” is hereby deleted and replaced with the following:

California—California residents, in addition to the suitability standards set forth above, must have either (a) a liquid net worth of $70,000 and annual gross income of $70,000 or (b) a liquid net worth of $300,000. Additionally, California residents may not invest more than 10% of their liquid net worth in us. Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) are not subject to the foregoing investment concentration limit.

In the “Suitability Standards” section of the Prospectus, the paragraph relating to “Iowa” is hereby deleted and replaced with the following:

Iowa—Iowa investors must: (i) have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000 (net worth should be determined exclusive of home, auto and home furnishings); and (ii) limit their aggregate investment in this offering and in the securities of other non-traded business development companies (“BDCs”) to 10% of such investor’s liquid net worth (liquid net worth should be determined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities). Investors who are accredited investors as defined in Regulation D under the Securities Act are not subject to the foregoing investment concentration limit.

In the “Suitability Standards” section of the Prospectus, the paragraph relating to “Oregon” is hereby deleted and replaced with the following:

Oregon—In addition to general suitability standards, non-accredited Oregon investors may not invest more than 10% of their liquid net worth in us. For purposes of Oregon’s suitability standard, “liquid net worth” is defined as an investor’s total assets (excluding home, home furnishings, and automobiles) minus total liabilities. Oregon investors who meet the definition of “accredited investor” as defined in Regulation D under the Securities Act, are not subject to the limitation described in this paragraph.

 

III.

Officers of the Fund

On August 12, 2025, the Board appointed William Karim as Secretary of the Fund following the resignation of Sabrina Rusnak-Carlson from her Secretary and other positions with the Fund. Accordingly, the Prospectus is hereby amended and supplemented as follows:

 

1.

In the “Management of the Fund—Executive Officers Who are not Trustees” section of the Prospectus, the row in the table related to Sabrina Rusnak-Carlson is hereby deleted and the row in the table related to William Karim is hereby deleted and replaced with the following:

 

William Karim (born 1980)		Deputy General Counsel/ Secretary		Deputy General Counsel Since March 2023/ Secretary since August 2025		Deputy General Counsel, First Eagle Alternative Credit, LLC; Associate General Counsel, First Eagle Credit Opportunities Fund; prior to January 2020, Associate General Counsel, THL Credit Advisors LLC

 

2.

In the “Control Persons and Principal Shareholders” section of the Prospectus, the row in the table related to Sabrina Rusnak-Carlson is hereby deleted.

IV.

Custodian

On August 4, 2025, the Fund and U.S. Bank Trust Company, National Association (the “Custodian”) entered into a custody agreement (the “Custody Agreement”), pursuant to which the Custodian was appointed to serve as the Fund’s custodian to hold securities, loans, cash, and other assets on behalf of the Fund. In conjunction with entering into the Custody Agreement, the Fund terminated its existing custody agreement with U.S. Bank, National Association, effective August 4, 2025. Accordingly, the “Custodian” section of the Prospectus is hereby deleted and replaced with the following:

CUSTODIAN

U.S. Bank Trust Company, National Association (the “Custodian”) provides custodian services to us pursuant to a custodian services agreement. For the services provided to us by the Custodian and its affiliates, the Custodian is entitled to fees as agreed upon from time to time. The address of the Custodian is 190 South LaSalle Street, Chicago, IL 60603.

 

V.

Form of Subscription Agreement

The form of subscription agreement included as Appendix A in the Prospectus is hereby deleted and replaced with the following:

		Subscription Agreement for Shares of First Eagle Private Credit Fund		August 2025

 

1. Your Investment

A. Investment Information

Investment Amount $                     

B. Investment Type

 

☐	Initial Investment

 

☐	Additional Investment

C. Investment Method

 

☐	By mail: Please make checks payable to FIRST EAGLE PRIVATE CREDIT FUND and attach to this agreement. *

 

☐	By wire: Please wire funds according to the instructions below.

Name: SS&C GIDS, Inc. as Agent for FIRST EAGLE PRIVATE CREDIT FUND

Bank Name: UMB Bank

ABA: 101000695

DDA: 9872657306

 

☐	Broker / Financial advisor will make payment on your behalf

* Cash and cash equivalents, including cashier’s checks/official bank checks, temporary checks, foreign checks, money orders, third party checks, and/or travelers’ checks are not accepted.

D. Share Class Selection

 

☐		Share Class S		☐		Share Class D **		☐		Share Class I **
		(The minimum initial investment is $2,500) (The minimum additional investment is $500)				(The minimum initial investment is $2,500) (The minimum additional investment is $500)				(The minimum initial investment is $1,000,000) (There is no minimum for additional investments in Share Class I)

** Available for certain fee-based wrap accounts and other eligible investors as disclosed in the prospectus, as amended and supplemented.

 

2. Ownership Type (Select only one)

 

 

1

D. Entity Name – Retirement Plan / Trust / Corporation / Partnership / Other

Trustee(s) and/or authorized signatory(s) information MUST be provided in Sections 3A and 3B

Entity Name

Tax ID Number

Date of Formation

Exemptions (See Form W-9 instructions at www.irs.gov)

Entity Address (Legal Address. Required)

Entity Type (Select one. Required)

 

☐ Retirement Plan  ☐ Trust  ☐ S-Corp  ☐ C-Corp ☐  LLC ☐ Partnership

Exempt payee code (if any)

☐ Other

Jurisdiction (if Non-U.S.)

(Attach a completed applicable Form W-8)

Exemption from FATCA reporting code (if any)

 

3. Investor Information

 

A.	Investor Name (Investor / Trustee / Executor / Authorized Signatory Information)

Residential street address MUST be provided. See Section 4 if mailing address is different than residential street address

 

First Name

(MI)

Last Name

Social Security Number / Tax ID

Date of Birth (MM/DD/YYYY)

Daytime Phone Number

Residential Street Address

City

State

Zip Code

Email Address

If you are a non-U.S. citizen, please specify your country of citizenship (required):

 

☐ Resident Alien  ☐ Non-Resident Alien (Attach a completed Form W-8BEN, Rev. October 2021)
		Country of Citizenship

 

Please specify if you are a First Eagle employee/officer/director/affiliate (required):		☐ First Eagle Employee		☐ First Eagle Officer or Director

 

☐ Immediate Family Member of First Eagle Officer or Director		☐ First Eagle Affiliate		☐ Not Applicable

 

B.	Co-Investor Name (Co-Investor / Co-Trustee / Co-Authorized Signatory Information, if applicable)

 

First Name

(MI)

Last Name

Social Security Number / Tax ID

Date of Birth (MM/DD/YYYY)

Daytime Phone Number

Residential Street Address

City

State

Zip Code

Email Address

If you are a non-U.S. citizen, please specify your country of citizenship (required):

 

☐ Resident Alien  ☐ Non-Resident Alien (Attach a completed Form W-8BEN, Rev. October 2021)
		Country of Citizenship

 

Please specify if you are a First Eagle employee/officer/director/affiliate (required):		☐ First Eagle Employee		☐ First Eagle Officer or Director

 

☐ Immediate Family Member of First Eagle Officer or Director		☐ First Eagle Affiliate		☐ Not Applicable

 

C.	Transfer on Death Beneficiary Information (Individual or Joint Account with rights of survivorship only. Not available for Louisiana residents. Beneficiary date of birth required. Whole percentages only; must equal 100%.)

 

First Name		(MI)		Last Name		SSN		Date of Birth  (MM/DD/YYYY)		☐ Primary ☐ Secondary    %

 

2

First Name		(MI)		Last Name		SSN		Date of Birth  (MM/DD/YYYY)		☐ Primary ☐ Secondary    %
First Name		(MI)		Last Name		SSN		Date of Birth  (MM/DD/YYYY)		☐ Primary ☐ Secondary    %
First Name		(MI)		Last Name		SSN		Date of Birth  (MM/DD/YYYY)		☐ Primary ☐ Secondary    %

Custodian/Guardian for a minor Beneficiary (required, cannot be same as Investor or Co-Investor):                                   

 

D.	ERISA Plan Asset Regulations

All investors are required to complete Appendix B attached hereto.

 

4.  Contact Information (If different than provided in Section 3A)

 

Mailing Address		City		State		Zip Code

 

5.  Select How You Want to Receive Your Distributions (Please Read Entire Section and Select Only One)

You are automatically enrolled in our Dividend Reinvestment Plan, unless you are a resident of ALABAMA, ARKANSAS, CALIFORNIA, IDAHO, KANSAS, KENTUCKY, MAINE, MARYLAND, MASSACHUSETTS, NEBRASKA, NEW JERSEY, NORTH CAROLINA, OHIO, OKLAHOMA, OREGON, VERMONT OR WASHINGTON.

☐ If you are not a resident of the states listed above, you are automatically enrolled in the Dividend Reinvestment Plan; please check here if you DO NOT wish to be enrolled in the Dividend Reinvestment Plan and complete the Cash Distribution Information section below.

ONLY complete the following information if you do not wish to enroll in the Dividend Reinvestment Plan. For custodial held accounts, if you elect cash distributions the funds must be sent to the custodian.

 

A.	☐ Check mailed to street address in 3A (only available for non-custodial investors).

 

B.	☐ Check mailed to secondary address in 3B (only available for non-custodial investors).

 

C.	☐ Direct Deposit by ACH (only available for non-custodial investors). PLEASE ATTACH A PRE-VOIDED CHECK

 

D.	☐ Check mailed to Third party Financial Institution (complete section below)

☐ If you ARE a resident of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oklahoma, Oregon, Vermont or Washington, you are not automatically enrolled in the Dividend Reinvestment Plan. Please check here if you wish to enroll in the Dividend Reinvestment Plan. You will automatically receive cash distributions unless you elect to enroll in the Dividend Reinvestment Plan.

I authorize First Eagle Private Credit Fund or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify First Eagle Private Credit Fund in writing to cancel it. In the event that First Eagle Private Credit Fund deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

Financial Institution Name		Mailing Address		City		State		Zip Code
Your Bank’s ABA Routing Number				Your Bank Account Number

 

6.  Broker / Financial Advisor Information (Required information. All fields must be completed.)

The Financial Advisor must sign below to complete the order. The Financial Advisor hereby warrants that he/she is duly licensed and may lawfully sell shares in the state designated as the investor’s legal residence.

 

Broker				Financial Advisor Name
Advisor Mailing Address

City		State		Zip Code

 

3

Financial Advisor Number		Branch Number		Telephone Number
E-mail Address		Fax Number
Operations Contact Name		Operations Contact Email Address

Please note that unless previously agreed to in writing by First Eagle Private Credit Fund, all sales of securities must be made through a Broker, including when an RIA has introduced the sale. In all cases, Section 6 must be completed.

The undersigned confirm(s), which confirmation is made on behalf of the Broker with respect to sales of securities made through a Broker, that they (i) have reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (ii) have discussed such investor’s prospective purchase of shares with such investor; (iii) have advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the shares; (iv) have delivered or made available a current prospectus and related supplements, if any, to such investor; (v) have reasonable grounds to believe that the investor is purchasing these shares for his or her own account; (vi) have reasonable grounds to believe that the purchase of shares is a suitable investment for such investor, taking into account such investor’s age, investment objectives, investment experience, income, net worth, financial situation and other investments of the prospective investor, as well as any other pertinent factors, that such investor meets the suitability standards applicable to such investor set forth in the prospectus and related supplements, if any, and that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto; and (vii) have advised such investor that the shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the prospectus. The undersigned Broker, Financial Advisor or Financial Representative listed in Section 6 further represents and certifies that, in connection with this subscription for shares, he/she has complied with and has followed all applicable policies and procedures of his or her firm relating to, and performed functions required by, federal and state securities laws, rules promulgated under the Securities Exchange Act of 1934, as amended, including, but not limited to Rule 15l-1 (“Regulation Best Interest”) and FINRA rules and regulations including, but not limited to Know Your Customer, Suitability and PATRIOT Act (Anti Money Laundering, Customer Identification) as required by its relationship with the investor(s) identified on this document.

THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

If you do not have another broker or other financial intermediary introducing you to First Eagle Private Credit Fund, then FEF Distributors, LLC may be deemed to act as your broker of record in connection with any investment in First Eagle Private Credit Fund. FEF Distributors, LLC is not a full-service broker-dealer and may not provide the kinds of financial services that you might expect from another financial intermediary, such as holding securities in an account. If FEF Distributors, LLC is your broker of record, then your shares will be held in your name on the books of First Eagle Private Credit Fund. FEF Distributors, LLC will not monitor your investments, and has not and will not make any recommendation regarding your investments. If you want to receive financial advice regarding a prospective investment in the shares, contact your broker or other financial intermediary.

 

X

X

Financial Advisor Signature

Date

Branch Manager Signature (If required by Broker)

Date

 

7.  Electronic Delivery Form (Optional)

Instead of receiving paper copies of the prospectus, prospectus supplements, annual reports, proxy statements, and other shareholder communications and reports, you may elect to receive electronic delivery of shareholder communications from First Eagle Private Credit Fund. If you would like to consent to electronic delivery, including pursuant to email, please check the box below for this election.

We encourage you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of shareholder communications and statement notifications. By consenting below to electronically receive shareholder communications, including your account-specific information, you authorize said offering(s) to either (i) email shareholder communications to you directly or (ii) make them available on our website and notify you by email when and where such documents are available. You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or we, in our sole discretion, elect to send paper copies of the materials.

By consenting to electronic access, you will be responsible for certain costs, such as your customary internet service provider charges, and may be required to download software in connection with access to these materials. You understand this electronic delivery program may be changed or discontinued and that the terms of this agreement may be amended at any time. You understand that there are possible risks associated with electronic delivery such as emails not transmitting, links failing to function properly and system failure of online service providers, and that there is no warranty or guarantee given concerning the transmissions of email, the availability of the website, or information on it, other than as required by law.

Initials      I consent to electronic delivery ☐

 

E-mail Address

If blank, the email provided in Section 4 will be used.

 

8.  Subscriber Signatures

First Eagle Private Credit Fund is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to establish the account. Required information includes name, date of birth, permanent residential address and social security/taxpayer identification number. We may also ask to see other identifying documents. If you do not provide the information, First Eagle Private Credit Fund may not be able to open your account. By signing the Subscription Agreement, you agree to provide this information and confirm that this information is true and correct. If we are unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if we believe we have identified potentially criminal activity, we reserve the right to take action as we deem appropriate which may include closing your account.

 

4

Please separately initial each of the representations below. A power of attorney to make representations on behalf of an investor can only be granted for fiduciary accounts; if applicable, by signing the Subscription Agreement you represent and warrant that you have the requisite authority. In order to induce First Eagle Private Credit Fund to accept this subscription, I hereby represent and warrant to you as follows:

8a. Please Note: All Items in this section 8.a. must be read and initialed

 

				Primary Investor Initials				Co-Investor Initials
(i)  I have received the prospectus (as amended or supplemented) for First Eagle Private Credit Fund at least five business days prior to the date hereof.
				Initials				Initials
(ii)  I have (A) a minimum net worth (not including home, home furnishings and personal automobiles) of at least $250,000, or (B) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000.
				Initials				Initials
(iii) In addition to the general suitability requirements described above, I meet the higher suitability requirements, if any, imposed by my state of primary residence as set forth in the prospectus under “SUITABILITY STANDARDS.”
				Initials				Initials
(iv) I am (i) an entity that was formed for the purpose of purchasing shares, in which each individual that owns an interest in such entity meets the general suitability requirements described above OR (ii) I am an individual or entity not formed for such purpose.
				Initials				Initials
(v)   I acknowledge that there is no public market for the shares, shares of this offering are not liquid and appropriate only as a long-term investment.
				Initials				Initials
(vi) I acknowledge that the shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the prospectus.
				Initials				Initials
(vii)  I am purchasing the shares for my own account, or if I am purchasing shares on behalf of a trust or other entity of which I am a trustee or authorized agent, I have due authority to execute this subscription agreement and do hereby legally bind the trust or other entity of which I am trustee or authorized agent.
				Initials				Initials
(viii) I acknowledge that First Eagle Private Credit Fund may enter into transactions with First Eagle affiliates that involve conflicts of interest as described in the prospectus.
				Initials				Initials
(ix) I acknowledge that subscriptions must be submitted at least five business days prior to first day of each month my investment will be executed as of the first day of the applicable month at the NAV per share as of the day preceding day. I acknowledge that I will not know the NAV per share at which my investment will be executed at the time I subscribe and the NAV per share will generally be made available at www.FEPCF.com as of the last day of each month within 20 business days of the first day of the following month.
				Initials				Initials
(x)   I acknowledge that my subscription request will not be accepted any earlier than two business days before the first calendar day of each month. I acknowledge that I am not committed to purchase shares at the time my subscription order is submitted and I may cancel my subscription at any time before the time it has been accepted as described in the previous sentence. I understand that I may withdraw my purchase request by notifying the transfer agent, through my financial intermediary or directly on First Eagle Private Credit Fund’s toll-free, automated telephone lines, 800-913-3124 and 833-419-4263.
				Initials				Initials

 

5

8b. If you live in any of the following jurisdictions, please complete Appendix A to First Eagle Private Credit Fund Subscription Agreement: Alabama, California, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Missouri, Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Puerto Rico, Tennessee, and Vermont

In the case of sales to fiduciary accounts, the minimum standards in Appendix A shall be met by the beneficiary, the fiduciary account, or, by the donor or grantor, who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary.

If you do not have another broker or other financial intermediary introducing you to First Eagle Private Credit Fund, then FEF Distributors, LLC may be deemed to be acting as your broker of record in connection with any investment in First Eagle Private Credit Fund. For important information in this respect, see Section 6 above. I declare that the information supplied in this Subscription Agreement is true and correct and may be relied upon by First Eagle Private Credit Fund. I acknowledge that the Broker / Financial Advisor (Broker / Financial Advisor of record) indicated in Section 6 of this Subscription Agreement and its designated clearing agent, if any, will have full access to my account information, including the number of shares I own, tax information (including the Form 1099) and redemption information. Investors may change the Broker / Financial Advisor of record at any time by contacting First Eagle Private Credit Fund at 800-913-3124 and as indicated in Section 9 below.

SUBSTITUTE IRS FORM W-9 CERTIFICATIONS (required for U.S. investors):

Under penalties of perjury, I certify that:

 

(1)	The number shown on this Subscription Agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

 

(2)

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

 

(3)	I am a U.S. citizen or other U.S. person (including a resident alien) (defined in IRS Form W-9); and

 

(4)	The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

 

X

X

Signature of Investor

Date

Signature of Co-Investor or Custodian (If applicable)

Date

(MUST BE SIGNED BY CUSTODIAN OR TRUSTEE IF PLAN IS ADMINISTERED BY A THIRD PARTY)

 

9.  Miscellaneous

If investors participating in the Dividend Reinvestment Plan or making subsequent purchases of shares of First Eagle Private Credit Fund experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 8 above, they are asked to promptly notify First Eagle Private Credit Fund and the Broker in writing. The Broker may notify First Eagle Private Credit Fund if an investor participating in the Dividend Reinvestment Plan can no longer make the representations or warranties set forth in Section 8 above, and First Eagle Private Credit Fund may rely on such notification to terminate such investor’s participation in the Dividend Reinvestment Plan.

No sale of shares may be completed until at least five business days after you receive the final prospectus. To be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price at least five business prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.

All items on the Subscription Agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the prospectus in its entirety for a complete explanation of an investment in the shares of First Eagle Private Credit Fund.

Return the completed Subscription Agreement to:

First Eagle Private Credit Fund

PO Box 219599

Kansas City, MO 64121-9929

Street and Overnight Address (suite number MUST be included):

First Eagle Private Credit Fund

430 W 7th Street, Suite 219599

Kansas City, MO 64105-1407

 

6

Appendix A

For purposes of determining whether you satisfy the standards below, your net worth is calculated excluding the value of your home, home furnishings and automobiles, and, unless otherwise indicated, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.

Investors in the following states have the additional suitability standards as set forth below.

 

				Primary Investor Initials				Co-Investor Initials
If I am an Alabama resident, in addition to the suitability standards set forth above, an investment in First Eagle Private Credit Fund will only be sold to me if I have a liquid net worth of at least 10 times my investment in First Eagle Private Credit Fund and its affiliates.
				Initials				Initials
If I am a California resident, in addition to the suitability standards set forth above, I must have either (a) a liquid net worth of $70,000 and annual gross income of $70,000 or (b) a liquid net worth of $300,000. Additionally, I may not invest more than 10% of my liquid net worth in First Eagle Private Credit Fund. If I am an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended, I am not subject to the foregoing investment concentration limit.
				Initials				Initials
If I am an Idaho resident, I must have either (a) a liquid net worth of $85,000 and annual gross income of $85,000 or (b) a liquid net worth of $300,000. Additionally, the total investment in First Eagle Private Credit Fund shall not exceed 10% of my liquid net worth.
				Initials				Initials
If I am an Iowa resident, I (i) have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000; and (ii) limit my aggregate investment in this offering and in the securities of other non-traded business development companies to 10% of my liquid net worth. If I am an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended, I am not subject to the foregoing investment concentration limit.
				Initials				Initials
If I am a Kansas resident, I understand that the Securities Commissioner of Kansas recommends that I limit my total investment in First Eagle Private Credit Fund’s securities and other similar investments to not more than 10% of my liquid net worth.
				Initials				Initials
If I am a Kentucky resident, I may not invest more than 10% of my liquid net worth in First Eagle Private Credit Fund or its affiliates.
				Initials				Initials
If I am a Maine resident, I acknowledge that it is recommended by the Maine Office of Securities that my aggregate investment in this offering and similar direct participation investments not exceed 10% of my liquid net worth.
				Initials				Initials
If I am a Massachusetts resident, in addition to the suitability standards set forth above, I must have either (a) a minimum liquid net worth of $100,000 and a minimum annual gross income of $85,000, or (b) a minimum liquid net worth of $350,000. In addition, my investment in First Eagle Private Credit Fund, its affiliates and other non-publicly-traded direct investment programs (including real estate investment trusts, BDCs, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of my liquid net worth.
				Initials				Initials
If I am a Missouri resident, in addition to the suitability standards set forth above, no more than 10% of my liquid net worth shall be invested in First Eagle Private Credit Fund.
				Initials				Initials

 

7

				Primary Investor Initials				Co-Investor Initials
If I am a Nebraska resident, in addition to the suitability standards set forth above, I must limit my aggregate investment in this offering and the securities of other business development companies to 10% of my net worth. If I am an accredited investors as defined in Regulation D under the Securities Act of 1933, as amended, I am not subject to the foregoing investment concentration limit.
				Initials				Initials
If I am a New Jersey resident, (1) I have either (a) a minimum liquid net worth of $100,000 and a minimum annual gross income of $85,000, or (b) a minimum liquid net worth of $350,000. In addition, my total investment in First Eagle Private Credit Fund, its affiliates and other non-publicly-traded direct investment programs (including real estate investment trusts, BDCs, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of my liquid net worth.
				Initials				Initials
If I am a New Mexico resident, in addition to the general suitability standards listed above, I may not invest, and First Eagle Private Credit Fund may not accept from me, more than ten percent (10%) of my liquid net worth in shares of First Eagle Private Credit Fund, its affiliates and in other non-traded business development companies.
				Initials				Initials
If I am a North Dakota resident, I must have a net worth of at least ten times my investment in First Eagle Private Credit Fund.
				Initials				Initials
If I am an Ohio resident, I may not invest more than 10% of my liquid net worth in First Eagle Private Credit Fund, its affiliates, and other non-traded business development companies. This condition does not apply, directly or indirectly, to federally covered securities.
				Initials				Initials
If I am an Oklahoma resident, I may not invest more than 10% of my liquid net worth in First Eagle Private Credit Fund.
				Initials				Initials
If I am an Oregon resident, in addition to general suitability standards, I may not invest more than 10% of my liquid net worth in First Eagle Private Credit Fund. For purposes of Oregon’s suitability standard, “liquid net worth” is defined as an investor’s total assets (excluding home, home furnishings, and automobiles) minus total liabilities. If I am an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended, I am not subject to the limitation described in this paragraph.
				Initials				Initials
If I am a Puerto Rico resident, I may not invest more than 10% of my liquid net worth in First Eagle Private Credit Fund, its affiliates and other non-traded business development companies.
				Initials				Initials
If I am a Tennessee resident, I must have a liquid net worth of at least ten times my investment in First Eagle Private Credit Fund.
				Initials				Initials
If I am a Vermont resident and I am an accredited investor in Vermont, as defined in 17 C.F.R. § 230.501, I may invest freely in this offering. In addition to the suitability standards described above, if I am a non-accredited Vermont investor, I may not purchase an amount in this offering that exceeds 10% of my liquid net worth.
				Initials				Initials

 

8

Appendix B: Additional Questionnaire

Instructions: All purchasers please complete this Appendix B in its entirety.

1. Are you, or are you investing on behalf of, a “benefit plan investor” within the meaning of the Plan Asset Regulations¹ or will you use the assets of a “benefit plan investor”² to invest in First Eagle Private Credit Fund?

☐  Yes   ☐   No

2. If Question (1) above is “yes” please indicate what percentage of the purchaser’s assets invested in First Eagle Private Credit Fund are considered to be the assets of “benefit plan investors” within the meaning of the Plan Asset Regulations:

_____%

3. If you are investing the assets of an insurance company general account please indicate what percentage of the insurance company general account’s assets invested in First Eagle Private Credit Fund are the assets of “benefit plan investors” within the meaning of the Employee Retirement Income Security Act of 1974, as amended, or the regulations promulgated thereunder?

_____%

4. Please indicate if you are “Controlling Person” defined as: (i) a person (including an entity), other than a “benefit plan investor” who has discretionary authority or control with respect to the assets of First Eagle Private Credit Fund, a person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any “affiliate” of such a person. An “affiliate” of a person includes any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the person. For purposes of this definition, “control,” with respect to a person other than an individual, means the power to exercise a controlling influence over the management or policies of such person.

☐  Yes   ☐   No

By purchasing and accepting our shares by or on behalf of any “benefit plan investor” or other plan, fund or program that provides for retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, you will be deemed to have represented and warranted that the purchase and holding of the shares by you will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any other applicable laws.

 

1	“Plan Asset Regulations” means the regulations issued by the United States Department of Labor at Section 2510.3-101, Title 29 of the United States Code of Federal Regulations, as modified by Section 3(42) of ERISA, as the same may be amended from time to time.

 

2

The term “benefit plan investor” includes, for e.g.: (i) an “employee benefit plan” as defined in section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA (such as employee welfare benefit plans (generally, plans that provide for health, medical or other welfare benefits) and employee pension benefit plans (generally, plans that provide for retirement or pension income)); (ii) a “plan” described in section 4975(e)(1) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), that is subject to section 4975 of the Code (including, for e.g., an “individual retirement account”, an “individual retirement annuity”, a “Keogh” plan, a pension plan, an Archer MSA described in section 220(d) of the Code, a Coverdell education savings account described in section 530 of the Code and a health savings account described in section 223(d) of the Code) and (iii) an entity that is, or whose assets would be deemed to constitute the assets of, one or more “employee benefit plans” or “plans” (such as for e.g., a master trust or a plan assets fund) under ERISA or the Plan Asset Regulations.

 

9

Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2025

On August 13, 2025, we filed our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 with the Securities and Exchange Commission. The report (without exhibits) is attached to this Supplement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q

 

 

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 814-01642

 

 

First Eagle Private Credit Fund

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		87-6975595
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
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

 

 

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common shares of beneficial interest, $0.001 par value per share, outstanding as of August 13, 2025 was 12,442,671 and 4,205 of Class I shares and Class D shares, respectively. Common shares outstanding exclude August 1, 2025 subscriptions since the issuance price is not yet finalized at this time.

 

Table of Contents

 

				Page
PART I.		FINANCIAL INFORMATION
Item 1.		Financial Statements			5
		Consolidated Statement of Assets and Liabilities as of June 30, 2025 (Unaudited) and December 31, 2024			5
		Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)			6
		Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2025 and 2024 (Unaudited)			7
		Consolidated Statement of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)			9
		Consolidated Schedule of Investments as of June 30, 2025 (Unaudited) and December 31, 2024			10
		Notes to Consolidated Financial Statements (Unaudited)			30
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			57
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			70
Item 4.		Controls and Procedures			70
PART II.		OTHER INFORMATION			72
Item 1.		Legal Proceedings			72
Item 1A.		Risk Factors			72
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			72
Item 3.		Defaults Upon Senior Securities			72
Item 4.		Mine Safety Disclosures			73
Item 5.		Other Information			73
Item 6.		Exhibits			74
Signatures					75

 

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except as otherwise specified, references to the “Company,” “we,” “us” and “our” refer to First Eagle Private Credit Fund and its consolidated subsidiaries; “FEIM” and “Adviser” refer to the First Eagle Investment Management , LLC, our investment adviser; and “FEAC,” “Subadviser,” and “Administrator” refer to First Eagle Alternative Credit, LLC, our investment sub-adviser (and, together with the Adviser, the “Advisers”) and administrator.

This quarterly report on Form 10-Q (the “Quarterly Report”), including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements include these words.

These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. In addition to factors previously identified in the Item 1A. Risk Factors section of our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 14, 2025, as well as in our registration statement on Form N-2 and our other filings with the SEC that we make from time to time, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

 

•

our, or our portfolio companies’, future business, operations, operating results or prospects;

 

•

changes in political, economic or industry conditions, including as a result of changes in U.S. presidential administrations or Congress, changes in the interest rate environment, inflation, pandemic-related or other widespread health crises, supply chain disruptions, instability in the banking system, and the conflicts between Russia and Ukraine and in the Middle East, which could result in changes in the value of our assets;

 

•

our business prospects and the prospects of the companies in which we may invest;

 

•

the impact of increased competition and the investments that we expect to make;

 

•

our ability to raise sufficient capital to execute our investment strategy;

 

•

the ability of our portfolio companies to achieve their objectives;

 

•

our current and expected financing arrangements and investments;

 

•

the adequacy of our cash resources, financing sources and working capital;

 

•

the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

 

•

our contractual arrangements and relationships with third parties;

 

•

actual and potential conflicts of interest with First Eagle Holdings, Inc. and its subsidiaries and affiliated entities (collectively, “First Eagle”), the Adviser, the Subadviser, their affiliates and their investment teams;

 

•

the dependence of our future success on the general economy and its effect on the industries in which we may invest;

 

•

our use of financial leverage;

 

•

the timing, form, amount, or our ability to make distributions;

 

•

the ability of the Adviser and the Subadviser to locate suitable investments for us and to monitor and administer our investments;

 

•

the ability of the Adviser, the Subadviser or their affiliates to attract and retain highly talented professionals;

 

•

our ability to qualify and maintain our qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);

 

•

the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, and the rules and regulations issued thereunder;

 

•

the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, governing our operations or the operations of our portfolio companies or the operations of our competitors;

 

•

the effect of changes to tax legislation and our tax position;

 

3

•

the tax status of the enterprises in which we may invest;

 

•

an economic downturn and the time period required for robust economic recovery therefrom, which will likely have a material impact on our portfolio companies’ results of operations and financial condition for its duration, which could lead to the loss of some or all of our investments in such portfolio companies and have a material adverse effect on our results of operations and financial condition;

 

•

upon entry into an agreement with a lender, a contraction of available credit and/or an inability to access capital markets or additional sources of liquidity could have a material adverse effect on our results of operations and financial condition and impair our lending and investment activities;

 

•

interest rate volatility could adversely affect our results, particularly given that we use leverage as part of our investment strategy;

 

•

currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

 

•

risks associated with possible disruption in our or our portfolio companies’ operations due to wars and other forms of conflict, terrorist acts, security operations and catastrophic events or natural disasters, such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics;

 

•

the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and

 

•

the risks, uncertainties and other factors we identify in our most recent Annual Report on Form 10-K filed with the SEC on March 14, 2025, as well as in our registration statement on Form N-2 and our other filings with the SEC that we make from time to time.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in our most recent Annual Report on Form 10-K filed with the SEC on March 14, 2025, as well as in our registration statement on Form N-2 and our other filings with the SEC that we make from time to time. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report or other information incorporated herein by reference, as applicable. Moreover, we assume no duty and do not undertake to update the forward-looking statements and projections contained in this Quarterly Report, except as required by applicable law.

Because we are an investment company, the forward-looking statements and projections contained in this Quarterly Report are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

WEBSITE DISCLOSURE

We use our website www.FEPCF.com as a channel of distribution of Company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, SEC filings and webcasts. The contents of our website are not, however, a part of this Quarterly Report on Form 10-Q.

 

4

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

First Eagle Private Credit Fund

Consolidated Statement of Assets and Liabilities

(in thousands, except share and per share amounts)

 

		June 30, 2025				December 31, 2024
		(Unaudited)
ASSETS
Non-controlled/non-affiliated investments, at fair value (amortized cost of: $661,745 and $653,701, respectively)		$	658,135			$	653,925
Cash and cash equivalents			24,857				21,319
Interest and dividends receivable			5,851				4,247
Deferred financing costs			2,906				2,282
Deferred offering costs			1,770				1,968
Receivable for investments sold or repaid			12,009				5,019
Prepaid expenses and other assets			176				51
Due from Adviser			2,854				2,585
Total assets		$	708,558			$	691,396
LIABILITIES
Credit facilities			395,000				325,600
Accrued interest and other borrowing costs			6,456				5,384
Payable for investments purchased			3,659				55,343
Distributions payable			2,552				2,548
Offering costs payable			288				311
Due to affiliates			74				138
Accrued professional fees			487				577
Accrued administration expense			521				469
Accrued expenses and other liabilities			417				692
Total liabilities		$	409,454			$	391,062
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, par value $0.001 (unlimited shares authorized, 12,446,559 and 12,407,361 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively)		$	12			$	12
Paid-in capital in excess of par value			300,993				300,733
Distributable earnings (accumulated losses)			(1,901	)			(411	)
Total net assets		$	299,104			$	300,334
NET ASSET VALUE PER SHARE
Class I Shares:
Net assets		$	299,003			$	300,334
Common Shares outstanding ($0.001 par value, unlimited shares authorized)			12,442,354				12,407,361
Net asset value per share		$	24.03			$	24.21
Class D Shares:
Net assets		$	101			$	—
Common Shares outstanding ($0.001 par value, unlimited shares authorized)			4,205				—
Net asset value per share		$	24.03			$	—

The accompanying notes are an integral part of these consolidated financial statements.

 

5

First Eagle Private Credit Fund

Consolidated Statement of Operations (unaudited)

(in thousands, except share and per share amounts)

 

		For the Three Months Ended June 30, 2025				For the Three Months Ended June 30, 2024				For the Six Months Ended June 30, 2025				For the Six Months Ended June 30, 2024
Investment income:
From non-controlled/non-affiliated investments:
Interest income		$	15,853			$	6,768			$	30,905			$	10,019
Dividend income			196				1,058				459				3,071
Other income			216				359				420				638
Total investment income			16,265				8,185				31,784				13,728
Expenses:
Interest expense			6,657				1,170				12,816				1,990
Base management fees			929				939				1,860				1,724
Income-based incentive fee			924				695				1,831				893
Capital gains incentive fee			—				12				—				18
Administration expense			422				413				1,026				835
Trustees’ fees			123				130				256				228
Professional fees			308				318				630				599
Other general and administrative expenses			367				208				654				380
Amortization of continuous offering costs			1,028				418				1,778				616
Distribution and shareholder servicing fees
Class D (1)			—				—				—				—
Total expenses before excise tax			10,758				4,303				20,851				7,283
Management fees waiver			(929	)			(939	)			(1,860	)			(1,724	)
Incentive fees waiver			(924	)			(707	)			(1,831	)			(911	)
Expense support			(1,502	)			(321	)			(2,854	)			(321	)
Net expenses before excise tax			7,403				2,336				14,306				4,327
Net investment income (loss) before excise tax			8,862				5,849				17,478				9,401
Excise tax expense			44				—				78				—
Net investment income (loss) after excise tax			8,818				5,849				17,400				9,401
Realized and unrealized gain (loss):
Net realized gains (losses):
Non-controlled/non-affiliated investments			100				(4	)			(439	)			(4	)
Net realized gain (loss)			100				(4	)			(439	)			(4	)
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments			(442	)			(218	)			(3,834	)			(172	)
Net change in unrealized appreciation (depreciation)			(442	)			(218	)			(3,834	)			(172	)
Net realized and unrealized gain (loss)			(342	)			(222	)			(4,273	)			(176	)
Net increase (decrease) in net assets resulting from operations		$	8,476			$	5,627			$	13,127			$	9,225
Per share information:
Class I Shares:
Earnings available to shareholders		$	8,473			$	5,627			$	13,124			$	9,225
Weighted average shares outstanding (basic and diluted)			12,445,003				12,425,341				12,444,823				11,739,160
Basic and diluted earnings per common share		$	0.68			$	0.45			$	1.05			$	0.79
Class D Shares:
Earnings available to shareholders		$	3			$	—			$	3			$	—
Weighted average shares outstanding (basic and diluted)			4,205				—				4,205				—
Basic and diluted earnings per common share		$	0.65			$	—			$	0.65			$	—

 

(1)	For the three and six months ended June 30, 2025, the Class D distribution and shareholder servicing fees were less than $1. There were no distribution and shareholder servicing fees for the three and six months ended June 30, 2024

The accompanying notes are an integral part of these consolidated financial statements.

 

6

First Eagle Private Credit Fund

Consolidated Statement of Changes in Net Assets (unaudited)

(in thousands, except shares)

 

										Paid-in-Capital in Excess of Par  Value				Accumulated Earnings (Loss), Net of Distributions				Total Net Assets
		Common Shares
		Shares				Par Value
Balance, December 31, 2024			12,407,361			$	12			$	300,733			$	(411	)		$	300,334
Issuance of common shares
Class I (1)			37,241				—				901				—				901
Total issuance of common shares			37,241				—				901				—				901
Net increase (decrease) in net assets resulting from operations:
Net investment income			—				—				—				8,582				8,582
Net realized gain (loss)			—				—				—				(539	)			(539	)
Net change in unrealized appreciation (depreciation)			—				—				—				(3,392	)			(3,392	)
Net increase (decrease) in net assets resulting from operations			—				—				—				4,651				4,651
Distributions to shareholders:
Shares issued in connection with dividend reinvestment plan
Class I (1)			111				—				3				—				3
Distributions from distributable earnings (losses)
Class I			—				—				—				(7,649	)			(7,649	)
Tax reclassification of shareholders’ equity in accordance with generally accepted accounting principles			—				—				(603	)			603				—
Total increase (decrease) for the period			37,352				—				301				(2,395	)			(2,094	)
Balance, March 31, 2025			12,444,713			$	12			$	301,034			$	(2,806	)		$	298,240
Issuance of common shares
Class I (1)			561				—				13				—				13
Class D (1)			4,205				—				100				—				100
Total issuance of common shares			4,766				—				113				—				113
Repurchase of common shares, net of early repurchase deduction
Class I			(3,036	)			—				(73	)			—				(73	)
Net increase (decrease) in net assets resulting from operations:
Net investment income			—				—				—				8,818				8,818
Net realized gain (loss)			—				—				—				100				100
Net change in unrealized appreciation (depreciation)			—				—				—				(442	)			(442	)
Net increase (decrease) in net assets resulting from operations			—				—				—				8,476				8,476
Distributions to shareholders:
Shares issued in connection with dividend reinvestment plan
Class I (1)			116				—				3				—				3
Distributions from distributable earnings (losses)
Class I			—				—				—				(7,653	)			(7,653	)
Class D			—				—				—				(2	)			(2	)
Tax reclassification of shareholders’ equity in accordance with generally accepted accounting principles			—				—				(84	)			84				—
Total increase (decrease) for the period			1,846				—				(41	)			905				864
Balance, June 30, 2025			12,446,559			$	12			$	300,993			$	(1,901	)		$	299,104

 

(1)	Par Value is less than $1.

 

7

First Eagle Private Credit Fund

Consolidated Statement of Changes in Net Assets (unaudited)

(in thousands, except shares)

 

										Paid-in-Capital in Excess of Par  Value				Accumulated Earnings (Loss), Net of Distributions				Total Net Assets
		Common Shares
		Shares				Par Value
Balance, December 31, 2023			10,366,818			$	10			$	252,307			$	(649	)		$	251,668
Issuance of shares
Class I			2,058,460				2				49,998				—				50,000
Total issuance of common shares			2,058,460				2				49,998				—				50,000
Net increase (decrease) in net assets resulting from operations:
Net investment income			—				—				—				3,552				3,552
Net realized gain (loss)			—				—				—				—				—
Net change in unrealized appreciation (depreciation)			—				—				—				46				46
Net increase (decrease) in net assets resulting from operations			—				—				—				3,598				3,598
Distributions to shareholders:
Shares issued in connection with dividend reinvestment plan
Class I (1)			40				—				1				—				1
Distributions from distributable earnings (losses)
Class I			—				—				—				(3,979	)			(3,979	)
Tax reclassification of shareholders’ equity in accordance with generally accepted accounting principles			—				—				(198	)			198				—
Total increase (decrease) for the period			2,058,500				2				49,801				(183	)			49,620
Balance, March 31, 2024			12,425,318			$	12			$	302,108			$	(832	)		$	301,288
Issuance of shares
Class I			—				—				—				—				—
Total issuance of common shares			—				—				—				—				—
Net increase (decrease) in net assets resulting from operations:
Net investment income			—				—				—				5,849				5,849
Net realized gain (loss)			—				—				—				(4	)			(4	)
Net change in unrealized appreciation (depreciation)			—				—				—				(218	)			(218	)
Net increase (decrease) in net assets resulting from operations			—				—				—				5,627				5,627
Distributions to shareholders:
Shares issued in connection with dividend reinvestment plan
Class I (1)			66				—				2				—				2
Distributions from distributable earnings (losses)
Class I			—				—				—				(5,654	)			(5,654	)
Tax reclassification of shareholders’ equity in accordance with generally accepted accounting principles			—				—				(344	)			344				—
Total increase (decrease) for the period			66				—				(342	)			317				(25	)
Balance, June 30, 2024			12,425,384			$	12			$	301,766			$	(515	)		$	301,263

 

(1)	Par Value is less than $1.

The accompanying notes are an integral part of these consolidated financial statements.

 

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