UNITED ~~STATESSECURITIES~~STATES ~~AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~D.C. 20549

FORM

~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ofREPORT ~~Report (Date of earliest event reported): October 16, 2025~~

~~BAIN~~Pursuant ~~CAPITAL~~to ~~PRIVATE~~Section 13 ~~CREDIT~~or 15(d)

~~(Exact name~~ of ~~Registrant~~the asSecurities ~~Specified~~Exchange inAct ~~Its~~of ~~Charter)~~1934

Delaware	814-01474	87-6984749
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
200 Clarendon Street,37th Floor
Boston, Massachusetts		02116
(Address of Principal Executive Offices)		(Zip Code)

Date of Report (Date of earliest event reported): November 26, 2025

~~Registrant’s~~BAIN ~~Telephone~~CAPITAL ~~Number,~~PRIVATE ~~Including~~CREDIT ~~Area Code: (617) 516-2000~~

(~~Former~~Exact ~~Name~~name orof ~~Former~~Registrant ~~Address,~~as ifSpecified ~~Changed~~in ~~Since~~Its ~~Last Report~~Charter)

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:


Delaware	814-01474	87-6984749
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


200 Clarendon Street, 37th Floor
Boston, Massachusetts		02116
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area

~~☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act~~ Code: (~~17 CFR 240.14a-12~~617) 516-2000

~~☐Pre-commencement~~(Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, ~~14d-2(b)~~if ~~under~~Changed ~~the~~Since ~~Exchange~~Last ~~Act (17 CFR 240.14d-2(b~~Report))

Check the appropriate box below if the Form

~~☐Pre~~8-~~commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Securities~~☐ ~~registered~~Written communications pursuant to ~~Section~~Rule ~~12(b)~~425 ofunder the Securities Act: (17 CFR 230.425)

~~Title~~☐ ofSoliciting ~~each~~material ~~class~~pursuant ~~TradingSymbol(s)~~to ~~Name~~Rule of14a-12 ~~each~~under ~~exchange~~the onExchange ~~which~~Act ~~registered~~(17 ~~None~~CFR ~~N/A N/A~~240.14a-12)

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 14d-2(~~§ 230.405 of this chapter~~b) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§ 240.~~12b~~14d-2 ~~of this chapter~~(b). )

~~Emerging~~☐ ~~growth~~Pre-commencement ~~company~~communications ☒pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

IfSecurities anregistered ~~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 12(ab) of the ~~Exchange~~ Act.: ☒

~~Item~~Title ~~7.01~~of ~~Regulation~~each FDclass ~~Disclosure.~~TradingSymbol(s) Name of each exchange on which registered None 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

~~October 2025 Distributions~~12b-2

of the Securities Exchange Act of 1934

~~On October 16, 2025, Bain Capital Private Credit~~ (~~the “Fund”) declared regular distribution for Class I common shares of beneficial interest (the “Shares”) in the amount per share set forth below:~~§ 240.12b-2

of this chapter).

		Gross Distribution				ShareholderServicing and/orDistribution Fee*				Net Distribution
Class I Shares		$	0.1875			$	0.00			$	0.1875

Emerging growth company ☒

~~The~~If ~~regular~~an ~~distribution~~emerging ~~for~~growth ~~Class~~company, Iindicate ~~Shares~~by ischeck ~~payable~~mark toif ~~shareholders~~the ofregistrant ~~record~~has aselected ofnot ~~October~~to ~~31,~~use ~~2025~~the ~~and~~extended ~~will~~transition beperiod ~~paid~~for oncomplying with any new or ~~about~~revised ~~November~~financial ~~28,~~accounting ~~2025~~standards provided pursuant to Section 13(a) of the Exchange Act. ☒

~~The~~Item 7.01 ~~distribution~~Regulation ~~will~~FD ~~be paid in cash or reinvested in additional Shares for shareholders participating in the Fund’s distribution reinvestment plan~~Disclosure.

~~Item~~November ~~8.01.~~2025 ~~Other~~Distributions ~~Events.~~

On November 26, 2025, Bain Capital Private Credit (the “Fund”) declared regular distribution for Class I common shares of beneficial interest (the “

~~Net Asset Value The net asset value (“NAV”) per share for Class I~~ Shares ~~of the Fund as of September 30, 2025, as determined in accordance with the Fund’s valuation policy, is set forth below.~~

”) in the amount per share set forth below:

		NAV per share as of September 30, 2025
	Gross Distribution			ShareholderServicing and/orDistribution Fee*		Net Distribution
Class I Shares	$	$0.1875	~~25.95~~	$	0.00	$	0.1875

AsThe ofregular ~~September~~distribution ~~30,~~for ~~2025,~~Class I ~~the~~Shares ~~Fund’s~~is ~~aggregate~~payable ~~NAV~~to ~~was~~shareholders ~~$763.8 million, the fair value~~ of ~~its~~record ~~investment~~as ~~portfolio was $1,367.4 million and it had principal debt outstanding~~ of ~~$669.7 million~~November 28, ~~resulting~~2025 ~~in a debt-to-equity ratio of approximately 0.88x. The net debt-to-equity ratio, which represents principal debt outstanding, less cash~~ and ~~unsettled~~will ~~trades~~be ~~was~~paid ~~approximately~~on ~~0.79x~~or asabout ~~of September 30~~December 31, 2025.

The ~~Portfolio~~distribution ~~Update~~will be paid in cash or reinvested in additional Shares for shareholders participating in the Fund’s distribution reinvestment plan.

~~As of September 30, 2025, the Fund’s investment portfolio at fair value was approximately $1,367~~Item 8.~~4 million across 141 portfolio companies operating across 26 different industries~~01. AsOther of September 30, 2025, based on fair value, the Fund’s investment portfolio was comprised of 88% in first lien senior secured debt, 1% of second lien senior secured debt, 6% in subordinated debt, 1% in preferred equity, 2% in common equity and 2% in an investment vehicleEvents. ~~93% of the Fund’s debt investment portfolio was floating rate as of September 30, 2025.~~

Net ~~Status~~Asset ofValue ~~Offering~~

The net asset value (“

The Fund is currently publicly offering on a continuous basis up to $2.0 billion in Shares (the “Offering”). The following table lists the Shares and total consideration for the Offering as of the date of this filing (through the October 1, 2025 subscription date). The Fund intends to continue selling Shares in the Offering on a monthly basis.NAV

”) per share for Class I Shares of the Fund as of October 31, 2025, as determined in accordance with the Fund’s valuation policy, is set forth below.

			Common Shares Issued	Total Consideration
	NAV per share as ofOctober 31, 2025
Class I Shares	$	25.93	~~33,109,351~~	$	~~845.5~~	~~million~~
Total Offering*			33,109,351	$	845.5	million

As of October 31, 2025, the Fund’s aggregate NAV was $855.6 million, the fair value of its investment portfolio was $1,496.8 million and it had principal debt outstanding of $697.1 million, resulting in a

*Amounts may not sum due debt-to ~~rounding.~~ -equity

ratio of approximately 0.81x. The net

~~SIGNATURES~~debt-to-equity

ratio, which represents principal debt outstanding, less cash and unsettled trades was approximately 0.76x as of October 31, 2025.

~~Pursuant~~Portfolio toUpdate ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

			BAIN CAPITAL PRIVATE CREDIT
Date:	October 16, 2025	By:	/s/ Adriana Rojas Garzon
			Name: Adriana Rojas GarzonTitle: Vice President

As of October 31, 2025, the Fund’s investment portfolio at fair value was approximately $1,496.8 million across 146 portfolio companies operating across 26 different industries. As of October 31, 2025, based on fair value, the Fund’s investment portfolio was comprised of 88% in first lien senior secured debt, 1% of second lien senior secured debt, 6% in subordinated debt, 1% in preferred equity, 2% in common equity and 2% in an investment vehicle. 93% of the Fund’s debt investment portfolio was floating rate as of October 31, 2025.

Status of Offering

The Fund is currently publicly offering on a continuous basis up to $2.0 billion in Shares (the “

Offering

”). The following table lists the Shares and total consideration for the Offering as of the date of this filing (through the November 3, 2025 subscription date). The Fund intends to continue selling Shares in the Offering on a monthly basis.


	Common Shares Issued		Total Consideration
Class I Shares		33,280,848	$	849.8 million

Total Offering*		33,280,848	$	849.8 million

*	Amounts may not sum due to rounding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BAIN CAPITAL PRIVATE CREDIT

Date: November 26, 2025

/s/ Amit Joshi

Name: Amit Joshi

Title: Principal Financial Officer

Filing Compare · Bain Capital Private Credit