{"url_path":"/sec/cik-0001890107/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1890107/0001193125-26-224182-index.html","accession_number":"0001193125-26-224182","cik":"0001890107","ticker":null,"issuer_name":"First Eagle Private Credit Fund","edgar_url":"https://www.sec.gov/Archives/edgar/data/1890107/0001193125-26-224182-index.html","primary_entity_key":"0001890107","primary_entity_name":"First Eagle Private Credit Fund"},"word_count":579,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\nPrior to the commencement of its public offering on March 11, 2025 (the “Public Offering”), the Company conducted a separate private offering (the “Private Offering”) of Common Shares (the “Common Shares”) (i) to accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) and (ii) in the case of shares sold outside the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act) in reliance on exemptions from the registration requirements of the Securities Act.\n\nThe Company expects to continue to conduct a private offering to sell Common Shares outside of the United States to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act).\n\nOn January 1, 2026, the Company sold 297 Class I shares of beneficial interest (with the final number of shares being determined on January 23, 2026) in the Private Offering to a feeder vehicle primarily created to hold the Company’s Common Shares for an aggregate offering price of $7 thousand. On February 1, 2026, the Company sold 306 Class I shares of beneficial interest (with the final number of shares being determined on February 23, 2026) in the Private Offering to a feeder vehicle primarily created to hold the Company’s Common Shares for an aggregate offering price of $8 thousand.\n\n \n\nThe Company has implemented a share repurchase program under which, at the discretion of the Board, the Company may repurchase, in each quarter, up to 5% of its Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of its shareholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect its operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. Following any such suspension, the Board intends to reinstate the share repurchase program when appropriate and subject to our Board’s duties to the Company. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the 1940 Act. All Common Shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued Common Shares.\n\nThe following table presents share repurchases completed under the share repurchase program during the three months ended March 31, 2026:\n\nRepurchase Request Deadline\n\n \n\nTotal Number of Shares Repurchased (all classes)\n\n \n\n \n\nPercentage of Outstanding Shares Repurchased(1)\n\n \n\n \n\nPrice Paid Per Share\n\n \n\n \n\nRepurchase Pricing Date\n\n \n\nAmount Repurchased (all classes)(2)\n\n \n\n \n\nMaximum number of shares that may yet be purchased under the repurchase plan(3)\n\n \n\nFebruary 27, 2026\n\n \n\n \n\n40,500\n\n \n\n \n\n \n\n0.33\n\n%\n\n \n\n$\n\n23.95\n\n \n\n \n\nMarch 31, 2026\n\n \n\n$\n\n970\n\n \n\n \n\n \n\n—\n\n \n\n(1)\nPercentage is based on total shares as of the close of the previous calendar quarter.\n\n(2)\nAmounts shown net of Early Repurchase Deductions, if any.\n\n(3)\nAll repurchase requests were satisfied in full."}