Fidelity Private Credit Co. Eyes Income, Growth via Private Loans

TL;DR

**Fidelity Private Credit is a high-risk, illiquid bet on private company debt, suitable only for sophisticated investors comfortable with long-term holds and no public market exit.**

AI Summary

Fidelity Private Credit Company LLC, formed on September 16, 2021, as Fidelity Direct Lending Fund L.P., converted to a Delaware limited liability company on January 31, 2023, and was renamed Fidelity Private Credit Company LLC on March 11, 2024. The company elected to be regulated as a Business Development Company (BDC) on June 1, 2023, and intends to qualify annually as a Regulated Investment Company (RIC) for U.S. federal income tax purposes. Prior to June 6, 2023, the Fund was treated as a partnership and was not subject to U.S. federal income tax. The Fund's investment objectives are to generate current income and long-term capital appreciation by primarily investing in directly originated loans to private companies, alongside liquid credit investments and other private credit investments. As of March 18, 2026, there were 85,190,976 Common Units outstanding, with no established public market for these units as of December 31, 2025. The Fund is externally managed by Fidelity Diversifying Solutions LLC, an affiliate of FMR LLC. Investors make Capital Commitments and are required to make Capital Contributions upon drawdown notices, with the Fund expecting to cease drawing down commitments once 90% of a subscriber's Capital Commitment has been drawn.

Why It Matters

Fidelity Private Credit Company LLC's strategy of focusing on directly originated loans to private companies offers investors exposure to a less liquid, higher-yielding asset class, potentially diversifying portfolios beyond traditional public markets. This approach, managed by Fidelity Diversifying Solutions LLC, an FMR LLC affiliate, leverages institutional expertise but comes with inherent illiquidity and valuation risks for Unit Holders. The lack of a public market for its Common Units as of December 31, 2025, means investors must accept significant restrictions on transferability, impacting liquidity. Its BDC and RIC status provides specific regulatory and tax frameworks, but failure to maintain these could significantly alter its operational flexibility and investor returns, especially in a competitive private credit landscape.

Risk Assessment

Risk Level: high — The Fund is a relatively new company with limited operating history, and its investments are primarily in illiquid, privately-held companies and below-investment-grade securities, making valuations subjective and potentially volatile. The lack of an established public market for its Common Units as of December 31, 2025, and restrictions on transferability, indicate significant liquidity risk for investors.

Analyst Insight

Sophisticated investors with a high-risk tolerance and no need for immediate liquidity should consider Fidelity Private Credit Co. for its potential income and capital appreciation from private credit. However, they must be prepared for the illiquidity of the Common Units and the inherent risks of investing in highly leveraged, privately-held companies.

Key Numbers

• 85,190,976 — Common Units outstanding (As of March 18, 2026)
• $250,000,000 — Market capitalization threshold (For public U.S. operating companies in which the Fund may invest)
• 90% — Capital Commitment drawdown threshold (Fund expects to cease drawing down commitments once 90% of a subscriber's Capital Commitment has been drawn)
• 10 — Business Days (Prior written notice for Capital Commitment drawdowns)

Key Players & Entities

• Fidelity Private Credit Company LLC (company) — Registrant
• Fidelity Direct Lending Fund L.P. (company) — Former name of Registrant
• Fidelity Private Credit Central Fund LLC (company) — Interim name of Registrant
• Fidelity Diversifying Solutions LLC (company) — External Adviser
• FMR LLC (company) — Affiliate of the Adviser
• U.S. Securities and Exchange Commission (regulator) — Regulatory body
• December 31, 2025 (date) — Fiscal year end
• March 18, 2026 (date) — Common Units outstanding date
• January 31, 2023 (date) — BDC Conversion date
• June 1, 2023 (date) — BDC election date

FAQ

Risk Factors

• BDC Regulation Compliance [high — regulatory]: The Fund elected to be regulated as a Business Development Company (BDC) on June 1, 2023. As a BDC, the Fund must comply with specific regulatory requirements, including limitations on its investments and leverage. Failure to maintain its status as a BDC or comply with these regulations could have a material adverse effect on its business and financial condition.
• Reliance on Capital Commitments [medium — financial]: The Fund's operations and investment activities are funded through Capital Contributions from investors based on their Capital Commitments. The Fund expects to cease drawing down commitments once 90% of a subscriber's Capital Commitment has been drawn. Any inability to secure sufficient Capital Commitments or drawdowns could limit the Fund's ability to make new investments or manage its existing portfolio.
• External Management Dependence [medium — operational]: The Fund is externally managed by Fidelity Diversifying Solutions LLC, an affiliate of FMR LLC. The Fund's success depends on the expertise and performance of the Adviser. Any disruption in the relationship with the Adviser or a decline in the Adviser's performance could negatively impact the Fund's investment strategy and returns.
• Private Credit Market Volatility [high — market]: The Fund primarily invests in directly originated loans to private companies, which are subject to market volatility and credit risk. The illiquid nature of these investments means that their value can fluctuate significantly, and there may be limited opportunities to sell them at a favorable price.
• RIC Qualification [high — regulatory]: The Fund intends to qualify annually as a Regulated Investment Company (RIC). Failure to meet the requirements for RIC status could result in the Fund being subject to corporate income tax, which would reduce the returns available to investors and could have a material adverse effect on the Fund's financial condition.

Industry Context

The private credit market, where Fidelity Private Credit Company LLC primarily operates, has seen significant growth driven by demand for flexible financing solutions from private companies. This sector is characterized by direct lending, middle-market focus, and often less transparency than public markets. Key trends include increasing institutional investor interest, a rise in specialized credit strategies, and evolving regulatory landscapes for BDCs and alternative investment funds.

Regulatory Implications

The fund's election to be regulated as a BDC subjects it to stringent oversight and operational requirements, including limitations on leverage and investment types. Maintaining RIC status is also critical to avoid double taxation. Investors should be aware of the compliance burdens and potential impacts on investment flexibility and returns.

What Investors Should Do

1. Review the fund's BDC and RIC compliance disclosures.
2. Assess the Adviser's track record and resources.
3. Understand the Capital Commitment and drawdown process.
4. Evaluate the risks associated with private credit investments.

Key Dates

• 2021-09-16: Formation of Fidelity Direct Lending Fund L.P. — Marks the initial establishment of the fund's predecessor entity.
• 2021-12-09: First closing date and commencement of operations — Indicates the start of the fund's investment activities and initial capital deployment.
• 2023-01-31: Conversion to Fidelity Private Credit Central Fund LLC — Transition from a limited partnership to a Delaware limited liability company, preceding the BDC election.
• 2023-06-01: Election to be regulated as a BDC — Crucial regulatory change that subjects the fund to specific BDC rules and oversight.
• 2024-03-11: Renamed Fidelity Private Credit Company LLC — Reflects the current branding and legal structure of the entity.
• 2025-03-01: Expected start date for new Capital Commitment drawdowns — Marks a potential shift in fundraising and investment strategy, with new commitments subject to a 90% drawdown threshold.

Glossary

BDC Conversion

The legal process by which Fidelity Direct Lending Fund, L.P. converted into a Delaware limited liability company and subsequently elected to be regulated as a Business Development Company (BDC). (This conversion is a fundamental change in the fund's structure and regulatory framework, impacting its operations and investment strategy.)

Capital Commitment

A pledge by an investor to contribute a specified amount of capital to the fund, which can be drawn down by the fund as needed for investments. (This is the primary mechanism for funding the fund's operations and investments, and its drawdown schedule impacts liquidity.)

Capital Contributions

Actual cash amounts contributed by investors to the fund when the fund issues a drawdown notice against their Capital Commitment. (Represents the realized funding from investors, directly enabling the fund to make investments.)

Units

The ownership interests in the Fidelity Private Credit Company LLC, previously held as common units of beneficial interest by Limited Partners and now by Unit Holders. (Represents the equity stake investors hold in the fund.)

Regulated Investment Company (RIC)

A type of U.S. investment company that meets specific requirements under the Internal Revenue Code, allowing it to avoid corporate-level income tax if it distributes at least 90% of its investment income to shareholders. (The fund's intention to qualify as a RIC is crucial for tax efficiency and maximizing returns for investors.)

Adviser

Fidelity Diversifying Solutions LLC (FDS), the entity responsible for managing the fund's investment portfolio. (Highlights the external management structure and the reliance on the Adviser's expertise.)

Year-Over-Year Comparison

As this is an initial 10-K filing for Fidelity Private Credit Company LLC, direct year-over-year comparisons of financial metrics like revenue, net income, and margins are not applicable. However, the filing details the fund's transition to a BDC structure and its operational commencement in December 2021, establishing the baseline for future reporting periods. Key developments include the BDC election in June 2023 and the renaming in March 2024, indicating significant structural and regulatory evolution.

Key Financial Figures

• $250,000,000 — ng a market capitalization of less than $250,000,000 ("Portfolio Investments"). The Fund may

Filing Documents

• ck0001899996-20251231.htm (10-K) — 15598KB
• ck0001899996-ex4_1.htm (EX-4.1) — 23KB
• ck0001899996-ex10_3.htm (EX-10.3) — 428KB
• ck0001899996-ex14_1.htm (EX-14.1) — 330KB
• ck0001899996-ex21_1.htm (EX-21.1) — 8KB
• ck0001899996-ex24_1.htm (EX-24.1) — 11KB
• ck0001899996-ex31_1.htm (EX-31.1) — 18KB
• ck0001899996-ex31_2.htm (EX-31.2) — 18KB
• ck0001899996-ex32_1.htm (EX-32.1) — 11KB
• ck0001899996-ex32_2.htm (EX-32.2) — 11KB
• img184830815_0.jpg (GRAPHIC) — 6KB
• img184830815_1.jpg (GRAPHIC) — 5KB
• img184830815_2.jpg (GRAPHIC) — 7KB
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• img243337569_3.jpg (GRAPHIC) — 58KB
• img243337569_4.gif (GRAPHIC) — 122KB
• 0001193125-26-119504.txt ( ) — 45378KB
• ck0001899996-20251231.xsd (EX-101.SCH) — 2152KB
• ck0001899996-20251231_htm.xml (XML) — 11909KB

Business

Business 5 Item 1A.

Risk Factors

Risk Factors 28 Item 1B. Unresolved Staff Comments 75 Item 1C. Cybersecurity 76 Item 2.

Properties

Properties 77 Item 3.

Legal Proceedings

Legal Proceedings 78 Item 4. Mine Safety Disclosures 78 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 79 Item 6. [Reserved] 82 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 83 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 97 Item 8. Consolidated Financial Statements and Supplementary Data 98 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 166 Item 9A.

Controls and Procedures

Controls and Procedures 166 Item 9B. Other Information 166 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 166 PART III Item 10. Directors, Executive Officers and Corporate Governance 167 Item 11.

Executive Compensation

Executive Compensation 173 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 174 Item 13. Certain Relationships and Related Transactions, and Director Independence 174 Item 14. Principal Accounting Fees and Services 176 PART IV Item 15. Exhibits, Financial Statement Schedules 178 Item 16. Form 10-K Summary 179 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 Company LLC (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. "Fund," "we," "us" or "our" refers to Fidelity Direct Lending Fund, LP, a Delaware limited partnership for periods prior to consummation of the BDC Conversion (as defined below), refers to Fidelity Private Credit Central Fund LLC, a Delaware limited liability company for periods following the BDC Conversion. "BDC Conversion" refers to the conversion by operation of law of Fidelity Direct Lending, LP to Fidelity Private Credit Central Fund LLC by the filing of a Certificate of Conversion to a limited liability company on January 31, 2023, and the Fund's subsequent election to be regulated as a BDC. On March 11, 2024, the Fund was renamed Fidelity Private Credit Company LLC. 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

Business

Item 1. Business. Our Company Fidelity Private Credit Company LLC (the "Fund," "we," "us" or "our") was formed on September 16, 2021, as a Delaware limited partnership named Fidelity Direct Lending Fund L.P. On January 31, 2023, Fidelity Direct Lending Fund, L.P. converted to a Delaware limited liability company and was renamed Fidelity Private Credit Central Fund LLC, a Delaware limited liability company. On June 1, 2023, the Fund elected to be regulated as a business development company ("BDC"). The conversion by operation of law of Fidelity Direct Lending Fund, L.P. to Fidelity Private Credit Central Fund, LLC by filing a certificate of conversion to a limited liability company is hereinafter referred to as the "BDC Conversion". On March 11, 2024, the Fund was renamed Fidelity Private Credit Company LLC. The Fund has elected to be treated, and intends to qualify annually, for U.S. federal income tax purposes as a regulated investment company ("RIC") as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). For the periods prior to June 6, 2023, the Fund was treated as a partnership for tax purposes and was not subject to U.S. federal income tax. Prior to the BDC Conversion, the Fund entered into separate subscription agreements (each, a "Subscription Agreement") with investors who were admitted as limited partners (the "Limited Partners"). In connection with the BDC Conversion, existing Limited Partners were admitted as members of the Fund. Capital commitments ("Capital Commitment") of Limited Partners pursuant to Subscription Agreements entered into prior to the BDC Conversion continue to be outstanding Capital Commitments to the Fund. Existing capital accounts of Limited Partners were converted to corresponding common units of beneficial interest ("Units") of the Fund. Following the BDC Conversion, the Fund expects to continue to enter into separate Subscription Agreements with a number of investors who will be admitted

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