{"url_path":"/sec/cik-0001899017/10-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/1899017/0001193125-26-224183-index.html","accession_number":"0001193125-26-224183","cik":"0001899017","ticker":null,"issuer_name":"Bain Capital Private Credit","edgar_url":"https://www.sec.gov/Archives/edgar/data/1899017/0001193125-26-224183-index.html","primary_entity_key":"0001899017","primary_entity_name":"Bain Capital Private Credit"},"word_count":450,"has_tables":true,"body_markdown":"# Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\n# Unregistered Sales of Equity Securities\n\nAs of March 2, 2026, we sold unregistered Class I Common Shares of beneficial interest as detailed below. The offer and sale of these Class I Common Shares was exempt from the registration provisions of the Securities Act, pursuant to Section 4(a)(2), Regulation S and/or Rule 506 of Regulation D thereunder. The following table details the Class I Common Shares sold:\n\n \n\nDate of Unregistered Sale\n\nAmount of Class I Common Shares\n\nConsideration\n\nMarch 2, 2026\n\n679,725\n\n$17,589,652\n\n \n\n129\n\n#  \n\n# Share Repurchases\n\nWe have commenced a share repurchase program in which we intend to offer to repurchase, in each quarter, up to 5% of our Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. Our Board may amend or suspend the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.\n\nUnder our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV.\n\nThe following table sets forth information regarding repurchases of shares of our Common Shares during the three months ended March 31, 2026 (dollars in thousands):\n\n \n\n \n\n \n\nPercentage of\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOutstanding Shares\n\n \n\n \n\n \n\nAmount\n\n \n\n \n\nNumber of Shares\n\n \n\n \n\nPercentage of\n\nRepurchase\n\n \n\nthe Company\n\n \n\nRepurchase\n\n \n\nRepurchased\n\n \n\n \n\nRepurchased\n\n \n\n \n\nOutstanding Shares\n\nRequest Deadline\n\n \n\nOffered to Repurchase\n\n \n\nPricing Date\n\n \n\n(all classes) (1)\n\n \n\n \n\n(all classes)\n\n \n\n \n\nPurchased(2)\n\nMarch 3, 2026\n\n \n\n5.00%\n\n \n\nMarch 31, 2026\n\n \n\n$\n\n9,310\n\n \n\n \n\n \n\n360,505\n\n \n\n \n\n1.01%\n\n(1) Amounts shown are net of early repurchase deduction, if any.\n(2) Percentage is based on total shares as of the close of the previous calendar quarter."}