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): June 17, 2026

 

 

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)			(Commission File Number)	(IRS Employer Identification No.)
1345 Avenue of the Americas
New York, New York				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:

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 17, 2026, First Eagle Private Credit Fund (the “Fund”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Because 12,403,652 shares of the Fund’s common shares of beneficial interest, or approximately 99.88% of the 12,418,134 total shares of the Fund’s common shares entitled to vote at the Annual Meeting, were present in person or by proxy, a quorum was present at the meeting, as required by the Fund’s Third Amended and Restated Declaration of Trust. Below are the final voting results for the following two proposals submitted to the Fund’s shareholders, each of which is described in more detail in the Fund’s definitive proxy statement for the Annual Meeting, dated April 30, 2026, filed with the Securities and Exchange Commission.

Proposal 1 - Election of Trustees

The following two individuals were elected as Class I trustees for the Fund’s Board of Trustees to serve as trustees until the Fund’s 2029 Annual Meeting of Shareholders and until such trustee’s successor is duly elected and qualified.

		Votes For		Votes Withheld		Broker Non-Votes
Nancy Hawthorne		12,403,652		0		0
Patrick Coyne		12,403,652		0		0

Proposal 2 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Fund’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

The Fund’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For		Votes Against		Votes Abstained
12,403,652		0		0

 

Item 7.01 Regulation FD Disclosure.

 

June 2026 Distributions

 

On June 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	$	0.210			$	0.000			$	0.210
Class D Common Shares	$	0.210			$	0.005			$	0.205

The distributions for each class of common shares are payable to shareholders of record as of the open of business on June 30, 2026 and will be paid on July 30, 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.

May 31, 2026 Net Asset Value per Share

 

The net asset value (the “NAV”) per share of each class of the Fund as of May 31, 2026, as determined in accordance with the Fund’s valuation policy, is set forth below.

 

	NAV as of May 31, 2026
Class I Common Shares	$	23.86
Class D Common Shares	$	23.86

 

As of May 31, 2026, the aggregate NAV of the Fund was $296.4 million, the fair value of its investment portfolio was approximately $555.7 million, its investment portfolio had a weighted average tenor of 3.751, and it had approximately $275.8 million of principal debt outstanding, resulting in a debt-to-equity ratio of 0.93x.

Direct Lending

 

As of May 31, 2026, the Direct Lending Portfolio had the following characteristics:

 

	As of May 31, 2026
Weighted average yield on debt and income producing investments, at cost2		9.43	%
Weighted average yield on debt and income producing investments, at fair value2		9.43	%

 

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 May 31, 2026
 

	Shares Outstanding as of May 31, 2026
Class I Common Shares		12,415,686
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		8,925			$ 0.2 million
Class S Common Shares	---				---
Class D Common Shares		4,205			$ 0.1 million
Private Offering:
Class I Common Shares		12,471,446			$ 303.8 million
Class S Common Shares	---				---
Class D Common Shares	---				---
Total Offering and Private Offering*		12,484,576			$ 304.1 million

*Amounts may not sum due to rounding.

 

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).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

			FIRST EAGLE PRIVATE CREDIT FUND
Date:	June 23, 2026	By:	/s/ Jennifer Wilson
		Name: Title:	Jennifer Wilson Chief Financial Officer and Treasurer