BlackRock Private Credit Fund Reports Unregistered Share Sale and Distribution

What Happened
BlackRock Private Credit Fund (the Fund) filed an 8‑K (Aug 26, 2026) reporting an unregistered sale of Institutional Class common shares to feeder vehicles and declaring a regular distribution for all share classes. The unregistered sale occurred on August 3, 2026 (share count finalized Aug 20, 2026) for 245,505.01 Institutional Class shares for $5,778,304, offered under exemptions (Section 4(a)(2) and/or Regulation S). On August 25, 2026 the Fund declared a regular distribution payable Sept 28, 2026 to shareholders of record as of Aug 28, 2026; distributions may be taken in cash or reinvested.

Key Details

• Unregistered sale: 245,505.01 Institutional Class shares sold on Aug 3, 2026 (finalized Aug 20), total consideration $5,778,304; sold to feeder vehicles; offering relied on Section 4(a)(2) and/or Regulation S exemptions.
• Distribution declared (Aug 25, 2026), payable Sept 28, 2026; record date Aug 28, 2026; cash or reinvestment via the Fund’s DRIP.
• Distribution amounts per share: Institutional $0.1775 (net $0.1775); Class S $0.1775 gross ($0.0167 fee → net $0.1608); Class D $0.1775 gross ($0.0049 fee → net $0.1726).
• NAV per share as of July 31, 2026: $23.54 for Institutional, Class S, and Class D shares.

Why It Matters
These items affect shareholder cash flows and the Fund’s outstanding share balance. The declared distribution sets the upcoming cash/reinvestment payment and shows the per‑share fees for each share class (important for income-minded investors). The unregistered sale increases shares held by feeder vehicles and was completed under private offering exemptions, which is routine for funds using feeder structures but is material disclosure about share issuance and fundraising activity.