Bain Capital Private Credit: reports unregistered share sale and NAV

What happened

• The filing reports that, as of Oct 1, 2026, Bain Capital Private Credit sold unregistered Class I shares. The filing also reports the Fund’s NAV per share as of Sep 30, 2026 and a regular distribution declared on Oct 26, 2026.
• The sale totaled 2,189,680 Class I shares for consideration of $57.0 million; the number of shares to be issued was finalized on Oct 26, 2026. The filing states the offer and sale were exempt from registration under Section 4(a)(2) and/or Regulation S.

Key details

• NAV per share for Class I shares as of Sep 30, 2026: $26.03. Aggregate NAV as of Sep 30, 2026: $1,159.9 million.
• Investment portfolio fair value as of Sep 30, 2026: $2,402.5 million across 173 portfolio companies in 29 industries; principal debt outstanding: $1,373.5 million; debt-to-equity ratio approximately 1.18x; net debt-to-equity approximately 1.08x.
• Portfolio mix by fair value as of Sep 30, 2026: 85% first lien senior secured debt, 1% second lien senior secured debt, 6% subordinated debt, 2% preferred equity, 2% common equity, 4% investment vehicle; 92% of debt investments were floating rate.
• Shares issued and outstanding through the Oct 1, 2026 subscription date: 48,055,354 Class I shares for total consideration of $1,233.0 million.
• Distribution declared Oct 26, 2026: gross distribution per Class I share $0.1875, shareholder servicing and/or distribution fee $0.00, net distribution $0.1875; shareholders of record as of Oct 30, 2026 will receive payment on or about Nov 30, 2026 in cash or via reinvestment in additional shares.
• Share repurchase and subscription update: the Fund commenced a tender offer on Aug 3, 2026 to repurchase up to 5% of Class I shares outstanding as of Jun 30, 2026, which expired Aug 31, 2026; approximately 91,611 Class I shares were validly tendered (0.21% of outstanding as of Jun 30, 2026). Subsequent to Jun 30, 2026, the Fund received additional subscriptions of approximately $77.2 million.

Why it may matter

• Item 3.02 (unregistered sales of equity securities) discloses the sale of 2,189,680 Class I shares for $57.0 million and the exemption relied on for the sale. Item 7.01 (regulation FD disclosure) reports the Oct 26, 2026 distribution declaration and payment timetable. Item 8.01 (other events) reports the Fund’s Sep 30, 2026 NAV, portfolio composition, leverage measures and share counts.
• The filing does not show why the insider traded or why the company acted.