SECURITIESFORM AND EXCHANGE COMMISSION8-K

☐Item Pre-commencement7.01 communicationsRegulation pursuantFD to Rule 13e-4(c) under the Exchange Act (17 CFR 240Disclosure.13e-4(c))

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

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

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

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): February 27, 2026

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

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): January 30, 2026


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

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

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

(~~Exact~~Former ~~name~~Name ofor ~~Registrant~~Former asAddress, ~~specified~~if inChanged ~~Its~~Since ~~Charter~~Last Report)

Delaware		814-01474		87-6984749
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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:

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

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

~~Registrant’s~~☐Soliciting ~~telephone~~material ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~14a-12 under the Exchange Act (~~617)~~17 ~~516~~CFR 240.14a-~~2000~~12)

~~(Former~~☐Pre-commencement ~~name~~communications orpursuant ~~former~~to ~~address,~~Rule if14d-2(b) ~~changed~~under ~~since~~the ~~last~~Exchange ~~report~~Act (17 CFR 240.14d-2(b))

~~Securities~~☐Pre-commencement ~~registered~~communications pursuant to ~~Section 12~~Rule 13e-4(bc) ofunder the Exchange Act: ~~None~~(17 CFR 240.13e-4(c))

~~Title~~Securities ofregistered ~~each~~pursuant ~~class~~to ~~Trading~~Section ~~Symbol~~12(sb) ~~Name~~ of ~~each~~the ~~exchange on which registered (indicate by check mark) None N/A N/A~~Act:

~~Check~~Title ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~each ~~registrant~~class ~~under~~TradingSymbol(s) ~~any~~Name of ~~the~~each ~~following~~exchange ~~provisions~~on ~~(see~~which ~~General~~registered ~~Instruction~~None N/A~~.2.~~ ~~below):~~N/A

☐Indicate ~~Written~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~425~~405 ~~under~~of the Securities Act ~~(17~~of ~~CFR~~1933 (§ 230.~~425~~405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐Emerging ~~Soliciting~~growth ~~material~~company ~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~☒

☐If ~~Pre-commencement~~an ~~communications~~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 ~~Rule~~Section ~~14d-2~~13(ba) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~14d-2(b))~~ ☒

BAIN CAPITAL PRIVATE CREDIT

Date: February 2, 2026

/s/ Adriana Rojas Garzón

Adriana Rojas Garzón

Vice President

~~Indicate~~February by2026 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 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).Distributions

~~Emerging~~On ~~growth~~February ~~company~~27, ☒2026, 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:

If an 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(a) of the Exchange Act. ☒



	Gross Distribution		Shareholder Servicing and/or Distribution Fee*		Net Distribution
Class I Shares	$	0.1875	$	0.00	$	0.1875

~~Item~~The ~~1.01.~~regular ~~Entry~~distribution ~~into~~for aClass ~~Material~~I ~~Definitive~~Shares ~~Agreement~~is payable to shareholders of record as of February 27, 2026 and will be paid on or about March 31, 2026.

OnThe ~~January 30,~~distribution ~~2026,~~will ~~Bain~~be ~~Capital~~paid ~~Private~~in ~~Credit~~cash ~~(the~~or ~~“Company”)~~reinvested ~~entered~~in ~~into~~additional ~~the~~Shares ~~Third~~for ~~Amendment~~shareholders toparticipating ~~Senior~~in ~~Secured Revolving Credit Agreement (~~the ~~“Third~~Fund’s ~~Amendment”),~~distribution ~~which~~reinvestment amends that certain Senior Secured Revolving Credit Agreement, dated as of December 29, 2023, among the Company, as borrower, Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders and issuing banks party thereto (as amended to date, including by the First Amendment to Senior Secured Revolving Credit Agreement, dated as of November 13, 2024, the Second Amendment to Senior Secured Revolving Credit Agreement, dated as of December 18, 2024, and as further amended by the Third Amendment, the “Credit Agreement”)plan. The parties to the Third Amendment include the Company, as borrower, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent and, solely with respect to Section 5.11 therein, as Collateral Agent.

~~The~~Item ~~Third~~8.01. ~~Amendment~~Other ~~provides for, among other things, an increase of the total facility amount from $575,000,000 to $650,000,000~~Events.

Net Asset Value The ~~description~~net ~~above~~asset isvalue ~~only~~(“NAV”) aper ~~summary~~share offor ~~the~~Class ~~material~~I ~~provisions~~Shares of the ~~Third~~Fund ~~Amendment~~as ~~and is qualified in its entirety by reference to a copy~~ of ~~the~~January ~~Third~~31, ~~Amendment~~2026, ~~which is filed~~ as ~~Exhibit~~determined ~~10.1~~in toaccordance ~~this~~with ~~Current~~the ~~Report~~Fund’s onvaluation ~~Form~~policy, ~~8-K~~is ~~and~~set ~~incorporated~~forth ~~by reference herein~~below.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



	NAV per share as of January 31, 2026
Class I Shares	$	$25.97

~~The~~As ~~information~~of ~~required~~January by31, ~~Item~~2026, 2the Fund’s aggregate NAV was $983.031 ~~contained~~million, inthe ~~Item~~fair value of its investment portfolio was $1,853.018 million and it had principal debt outstanding of ~~this~~$950.9 ~~Current~~million, ~~Report~~resulting onin ~~Form~~a 8debt-Kto-equity isratio ~~incorporated~~of ~~herein~~approximately by0.97x. ~~reference~~The net debt-to-equity ratio, which represents principal debt outstanding, less cash and unsettled trades was approximately 0.89x as of January 31, 2026.

~~Item~~ ~~9.01.~~Portfolio ~~Financial Statements and Exhibits.~~Update

~~(d)~~As ~~Exhibits~~of January 31, 2026, the Fund’s investment portfolio at fair value was approximately $1,853.8 million across 155 portfolio companies operating across 27 different industries. As of January 31, 2026, based on fair value, the Fund’s investment portfolio was comprised of 89% in first lien senior secured debt, 1% of second lien senior secured debt, 5% 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 January 31, 2026.

10.1*		Third Amendment to Senior Secured Revolving Credit Agreement, dated January 30, 2026 by and among Bain Capital Private Credit, as Borrower, Sumitomo Mitsui Banking Corporation, as Administrative Agent and Collateral Agent and the lenders and issuing banks party thereto
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Status of Offering

*The ~~Schedules~~Fund tois ~~this~~currently ~~Exhibit~~publicly ~~have~~offering ~~been~~on ~~omitted~~a incontinuous ~~accordance~~basis ~~with~~up ~~Item~~to ~~601~~$2.0 ofbillion ~~Regulation~~in ~~S-K~~Shares (the “Offering”). The ~~registrant~~following ~~agrees~~table tolists ~~furnish~~the ~~supplementally~~Shares aand ~~copy~~total consideration for the Offering as of ~~all~~the ~~omitted~~date ~~schedules~~of this filing (through the February 2, 2026 subscription date). The Fund intends to continue selling Shares in the ~~SEC~~Offering ~~upon~~on ~~its~~a ~~request~~monthly basis.

SIGNATURE



	Common Shares Issued	Total Consideration
Class I Shares	38,831,640	$	993.9	million
Total Offering*	38,831,640	$	993.9	million

~~Pursuant~~*Amounts tomay ~~the~~not ~~requirements~~sum ofdue ~~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~~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:	February 27, 2026	By:	/s/ Amit Joshi
			Name: Amit Joshi Title: Principal Financial Officer

Filing Compare · Bain Capital Private Credit