BlackRock Private Credit Fund 8-K

What Happened

• BlackRock Private Credit Fund filed an 8-K (Items 3.02 and 8.01) reporting two actions: an unregistered private sale of Institutional Class common shares and a regular distribution declaration.
• On January 2, 2026 (shares finalized January 21, 2026), the Fund sold 1,107,769.423 Institutional Class shares for total consideration of $26,532,074.68. The sale was made to feeder vehicles and was exempt from registration under Section 4(a)(2) and/or Regulation S. The Fund also issues shares to feeder vehicles under its distribution reinvestment plan.
• On January 26, 2026 the Fund declared a regular distribution of $0.1956 per share for each share class. The distribution record date is January 29, 2026 and the payment date is February 25, 2026. Shareholders may receive the distribution in cash or via reinvestment.

Key Details

• Unregistered sale: 1,107,769.423 Institutional Class shares for $26,532,074.68 (Private Offering; Section 4(a)(2)/Reg S).
• Distribution declared (Jan 26, 2026): Gross distribution per share = $0.1956.
• Share-class servicing/distribution fees and net distributions:
  • Institutional Shares: gross $0.1956; net $0.1956 (no servicing fee).
  • Class S Shares: gross $0.1956; servicing fee $0.0170; net $0.1786.
  • Class D Shares: gross $0.1956; servicing fee $0.0050; net $0.1906.
• Record date: January 29, 2026; Payment date: February 25, 2026.

Why It Matters

• The unregistered sale increased the Fund’s outstanding Institutional Class shares held by feeder vehicles and involved $26.53 million of consideration; such private placements are common for feeder structures and are exempt from public registration.
• The declared distribution provides a near-term cash (or reinvestment) payout to shareholders and specifies how servicing/distribution fees reduce net distributions for certain share classes — important for income-focused investors and those comparing share-class economics.
• Investors should note the record and payment dates if they want the distribution, and be aware that these actions do not report earnings or management changes.