Fidelity Private Credit Fund Targets $4B Offering in Illiquid Private Debt

Fidelity Private Credit Fund 10-K Filing Summary
FieldDetail
CompanyFidelity Private Credit Fund
Form Type10-K
Filed DateMar 23, 2026
Risk Levelhigh
Pages15
Reading Time18 min
Key Dollar Amounts$0.01, $250,000,000, $4,000,000,000, $18.0, $7.1
Sentimentmixed

Sentiment: mixed

Topics: Private Credit, BDC, Illiquid Investments, Direct Lending, Alternative Assets, Below Investment Grade, Continuous Offering

TL;DR

**Fidelity's new private credit fund is a high-risk, high-reward play on illiquid debt, suitable only for sophisticated investors with no need for immediate liquidity.**

AI Summary

Fidelity Private Credit Fund, a Delaware statutory trust formed on March 23, 2022, operates as a non-diversified, closed-end management investment company regulated as a Business Development Company (BDC). The Fund aims to generate current income and long-term capital appreciation by primarily investing in directly originated loans to private companies, with a lesser focus on liquid credit and other private credit investments. It intends to invest at least 80% of its total assets in Private Credit and at least 70% in BDC-qualifying investments, including U.S. private companies and small-cap public companies. The Fund is externally managed by Fidelity Diversifying Solutions LLC (FDS), an affiliate of FMR LLC. Fidelity Private Credit Fund is continuously offering up to $4,000,000,000 in Class S, Class D, and Class I common shares, with the purchase price equal to NAV per share. As of December 31, 2025, there was no established public market for its common shares, and as of March 18, 2026, 53,561,162 Class I, 110,240 Class S, and 489 Class D common shares were outstanding. The Fund plans to borrow money for investment and cash management, and most of its debt investments will be unrated or rated below investment grade.

Why It Matters

Fidelity Private Credit Fund's continuous offering of up to $4 billion in common shares provides a new avenue for investors seeking exposure to private credit, a market segment typically less accessible. However, the illiquid nature of its investments and the absence of a public trading market for its shares mean investors must accept significant liquidity risk. For employees of Fidelity Diversifying Solutions LLC, this fund represents continued growth in managing alternative assets. The focus on directly originated loans to private U.S. operating companies could provide crucial capital to small and medium-sized businesses, impacting job creation and economic activity, while competing with other BDCs and private debt funds for attractive deals.

Risk Assessment

Risk Level: high — The Fund explicitly states that an investment is 'suitable only for certain sophisticated investors that have no need for immediate liquidity' and 'may be considered speculative and involves a high degree of risk.' It primarily invests in 'unrated or rated below investment grade' debt, which inherently carries higher credit risk. The absence of a public market for its common shares as of December 31, 2025, further underscores the illiquidity risk for investors.

Analyst Insight

Investors should carefully review the 'Item 1A. Risk Factors' section, particularly regarding illiquidity and speculative nature, before considering an investment. Given the continuous offering structure and NAV-based pricing, potential investors should assess their long-term capital allocation strategy and tolerance for illiquid, below-investment-grade debt.

Key Numbers

  • $4.0B — Maximum Offering Amount (The Fund is offering up to $4,000,000,000 of common shares on a continuous basis.)
  • 80% — Private Credit Investment Target (Under normal circumstances, the Fund will invest at least 80% of its total assets in Private Credit.)
  • 70% — BDC-Qualifying Investment Target (The Fund will invest at least 70% of its total assets in investments meeting BDC regulatory requirements.)
  • 53.56M — Class I Shares Outstanding (As of March 18, 2026, 53,561,162 Class I common shares were outstanding.)
  • 110.2K — Class S Shares Outstanding (As of March 18, 2026, 110,240 Class S common shares were outstanding.)
  • 489 — Class D Shares Outstanding (As of March 18, 2026, 489 Class D common shares were outstanding.)
  • $0.01 — Par Value Per Share (The par value for all classes of common shares is $0.01.)
  • $250,000,000 — Small-Cap Public Company Threshold (The Fund may invest in public U.S. operating companies with a market capitalization of less than $250,000,000.)

Key Players & Entities

  • Fidelity Private Credit Fund (company) — Registrant and BDC
  • Fidelity Diversifying Solutions LLC (company) — External Manager and Administrator
  • FMR LLC (company) — Affiliate of the Adviser
  • Fidelity Distributors Company LLC (company) — Managing Dealer for the Offering
  • U.S. Securities and Exchange Commission (regulator) — Regulatory body for the Fund
  • $4,000,000,000 (dollar_amount) — Maximum offering amount for common shares
  • 53,561,162 (dollar_amount) — Class I common shares outstanding as of March 18, 2026
  • 110,240 (dollar_amount) — Class S common shares outstanding as of March 18, 2026
  • 489 (dollar_amount) — Class D common shares outstanding as of March 18, 2026
  • March 23, 2022 (date) — Formation date of Fidelity Private Credit Fund

FAQ

What is Fidelity Private Credit Fund's primary investment strategy?

Fidelity Private Credit Fund's primary investment strategy is to generate current income and long-term capital appreciation by investing primarily through directly originated loans to private companies, with a lesser focus on liquid credit and other select Private Credit investments. The Fund intends to invest at least 80% of its total assets in Private Credit.

Who manages Fidelity Private Credit Fund?

Fidelity Private Credit Fund is externally managed by Fidelity Diversifying Solutions LLC (FDS), which is registered as an investment adviser with the U.S. Securities and Exchange Commission and is an affiliate of FMR LLC.

What is the maximum offering amount for Fidelity Private Credit Fund's common shares?

Fidelity Private Credit Fund is offering on a continuous basis up to $4,000,000,000 of its common shares of beneficial interest. This offering includes Class S, Class D, and Class I shares.

Are Fidelity Private Credit Fund's shares publicly traded?

No, as of December 31, 2025, there was no established public market for Fidelity Private Credit Fund's common shares. The Fund intends to operate as a non-exchange traded, perpetual-life BDC.

What are the key risks associated with investing in Fidelity Private Credit Fund?

Key risks include the Fund being a relatively new company with limited operating history, investments being illiquid and difficult to value, exposure to below-investment-grade securities, and the potential for economic downturns to impair portfolio companies. The Fund explicitly states it is suitable only for sophisticated investors who do not need immediate liquidity.

What types of companies does Fidelity Private Credit Fund invest in?

The Fund primarily invests in private U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Exchange Act. It may also invest in public U.S. operating companies with a market capitalization of less than $250,000,000 and, to a lesser degree, non-U.S. companies.

How does Fidelity Private Credit Fund determine the purchase price of its shares?

The purchase price per share for each class of Common Shares equals its net asset value (NAV) per share, as of the effective date of the monthly share purchase date.

What is Fidelity Private Credit Fund's regulatory status?

Fidelity Private Credit Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940. It also intends to qualify annually as a regulated investment company (RIC) under the Internal Revenue Code.

What is the role of Fidelity Diversifying Solutions LLC as Administrator?

As Administrator, Fidelity Diversifying Solutions LLC (FDS) provides, or oversees the performance of, administrative and compliance services for Fidelity Private Credit Fund. FDS leverages the resources of the entire Fidelity organization in managing the Fund.

What percentage of assets will Fidelity Private Credit Fund invest in BDC-qualifying investments?

Fidelity Private Credit Fund will invest at least 70% of its total assets in investments that meet the regulatory requirements of the BDC structure. These generally include investments in U.S. private companies and small capitalization public companies.

Risk Factors

  • Credit Risk of Investments [high — financial]: The Fund's investments in debt instruments, particularly those that are unrated or rated below investment grade, carry significant credit risk. This means there is a higher probability that borrowers may default on their obligations, leading to potential losses for the Fund. The Fund's strategy of investing in directly originated loans to private companies and smaller public companies exacerbates this risk.
  • Interest Rate Sensitivity [medium — market]: The Fund's investments are subject to interest rate risk. Changes in interest rates can affect the value of the Fund's debt investments and its net investment income. For example, rising interest rates could increase the cost of borrowing for the Fund, while falling rates could reduce the income generated from its floating-rate investments.
  • Reliance on External Manager [medium — operational]: The Fund is externally managed by Fidelity Diversifying Solutions LLC (FDS), an affiliate of FMR LLC. The Fund's success is heavily dependent on the expertise and performance of FDS in sourcing, underwriting, and managing investments. Any adverse changes in FDS's management team, strategy, or financial condition could negatively impact the Fund.
  • BDC Regulatory Compliance [high — regulatory]: As a Business Development Company (BDC), the Fund must comply with specific regulations under the Investment Company Act of 1940. Failure to meet these requirements, such as maintaining at least 70% of its assets in BDC-qualifying investments, could result in penalties or loss of its BDC status, impacting its tax treatment and investment strategy.
  • Illiquidity of Private Credit Investments [high — market]: A significant portion of the Fund's assets are intended to be invested in private credit, which is generally illiquid. This illiquidity means that it may be difficult for the Fund to sell these investments quickly at a fair price, potentially impacting the Fund's ability to meet redemption requests or respond to market opportunities.
  • Leverage Risk [high — financial]: The Fund plans to borrow money for investment and cash management purposes. The use of leverage can magnify both gains and losses. If the Fund's investments perform poorly, the use of leverage could lead to substantial losses and potentially jeopardize the Fund's ability to meet its debt obligations.

Industry Context

The private credit market has seen significant growth as traditional banks have reduced lending to middle-market companies. Business Development Companies (BDCs) like Fidelity Private Credit Fund play a crucial role in filling this financing gap, offering flexible capital solutions. The competitive landscape includes other BDCs, private debt funds, and direct lenders, all vying for attractive deal flow in a market characterized by increasing complexity and a demand for specialized expertise.

Regulatory Implications

As a non-diversified, closed-end BDC, Fidelity Private Credit Fund must adhere to strict regulatory requirements under the Investment Company Act of 1940. Key compliance areas include maintaining specific asset allocation targets (e.g., 70% in BDC-qualifying investments) and managing leverage prudently. Non-compliance can lead to significant penalties and operational disruptions.

What Investors Should Do

  1. Review the Fund's investment strategy and risk disclosures carefully, particularly concerning credit risk and illiquidity of private credit investments.
  2. Assess the impact of the Fund's reliance on its external manager, Fidelity Diversifying Solutions LLC (FDS).
  3. Understand the implications of the Fund's continuous offering structure and NAV-based pricing.
  4. Evaluate the Fund's intended use of leverage and its potential impact on returns and risk.

Key Dates

  • 2022-03-23: Fund Formation — Marks the official establishment of Fidelity Private Credit Fund as a Delaware statutory trust.

Glossary

Business Development Company (BDC)
A type of closed-end investment company that invests in small and medium-sized businesses and distressed companies, often providing capital and strategic support. (Fidelity Private Credit Fund is regulated as a BDC, which dictates its investment strategy and regulatory compliance requirements.)
Private Credit
Debt investments made directly into private companies, often through loans, that are not traded on public exchanges. (This is the primary investment focus for the Fund, aiming to generate income and capital appreciation.)
Regulated Investment Company (RIC)
A type of investment company that meets certain IRS requirements, allowing it to pass income and capital gains through to shareholders without being taxed at the corporate level. (The Fund intends to qualify as a RIC to avoid corporate-level taxation.)
Fidelity Diversifying Solutions LLC (FDS)
The external investment adviser for the Fund, responsible for managing its investment portfolio. (The Fund's performance is directly tied to the expertise and management of FDS.)
Broadly Syndicated Loans
Large loans, typically made to corporations, that are underwritten by a group of financial institutions (a syndicate) and sold to investors. (These are part of the Fund's 'liquid credit' investments, offering a degree of diversification within its credit strategy.)
Club Deals
Investment transactions where a small group of lenders collectively invest in a loan or debt facility. (This is one of the methods the Fund may use to originate and participate in private credit investments.)

Year-Over-Year Comparison

As this is the initial 10-K filing for Fidelity Private Credit Fund, which was formed on March 23, 2022, there are no prior year filings to compare against. Key metrics such as revenue, net income, assets, and debt will be established in this filing and will serve as the baseline for future year-over-year comparisons.

Filing Stats: 4,563 words · 18 min read · ~15 pages · Grade level 14.2 · Accepted 2026-03-23 15:19:24

Key Financial Figures

  • $0.01 — hares of beneficial interest, par value $0.01 Class S Common shares of beneficial i
  • $250,000,000 — ng a market capitalization of less than $250,000,000 ("Portfolio Investments"). The Fund may
  • $4,000,000,000 — is offering on a continuous basis up to $4,000,000,000 of its common shares of beneficial inte
  • $18.0 — ces with assets under administration of $18.0 trillion, including managed assets of $
  • $7.1 — 0 trillion, including managed assets of $7.1 trillion as of December 31, 2025. The p
  • $974 billion — t markets since 1971, Fidelity has over $974 billion of fixed income assets under management

Filing Documents

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 27 Item 1B. Unresolved Staff Comments 72 Item 1C. Cybersecurity 73 Item 2.

Properties

Properties 74 Item 3.

Legal Proceedings

Legal Proceedings 75 Item 4. Mine Safety Disclosures 75 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 76 Item 6. [Reserved] 79 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 80 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 96 Item 8. Consolidated Financial Statements and Supplementary Data 97 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 182 Item 9A.

Controls and Procedures

Controls and Procedures 182 Item 9B. Other Information 182 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 182 PART III Item 10. Directors, Executive Officers and Corporate Governance 183 Item 11.

Executive Compensation

Executive Compensation 189 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 189 Item 13. Certain Relationships and Related Transactions, and Director Independence 190 Item 14. Principal Accounting Fees and Services 192 PART IV Item 15. Exhibits, Financial Statement Schedules 194 Item 16. Form 10-K Summary 196 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the "Annual Report") contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are current expectations, estimates, and projections of Fidelity Private Credit Fund (the "Fund," "we," "us" or "our") and/or Fidelity Diversifying Solutions LLC ("FDS" or the "Adviser") about the Fund, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Forward-looking statements can be identified by the use of forward-looking terminology such as "may," "will," "should," "seek," "expect," "anticipate," "project," "estimate," "intend," "continue," "target," or "believe" or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Fund may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled " Item 1A.

Business

Item 1. Business. Our Company Fidelity Private Credit Fund (the "Fund," "we," "us" or "our") is a Delaware statutory trust that was formed on March 23, 2022. The Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund is externally managed by Fidelity Diversifying Solutions LLC ("FDS" or the "Adviser"), which is registered as an investment adviser with the U.S. Securities and Exchange Commission (the "SEC") and an affiliate of FMR LLC ("FMR") and its subsidiaries. The Fund has elected to be treated and intends to qualify annually, as a regulated investment company ("RIC") as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund's investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. The Fund seeks to achieve these objectives by investing primarily through directly originated loans to private companies but also with liquid credit investments, like broadly syndicated loans, and other select Private Credit (as defined below) investments. The Fund intends to invest across issuers, industries, geographies, and sponsors or ownership groups. The majority of the Fund's investments will be loans targeted at private U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and public U.S. operating companies having a market capitalization of less than $250,000,000 ("Portfolio Investments"). The Fund may also invest to a lesser degree in non-U.S. companies. Specific investments may include: (a) directly originated first lien loans, senior secured revolving lines of credit, term loans and delayed draw term loans, (b) directly originated second lien, last out senior, secured or unsecured m

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