Filing Details

SCHEDULE 13D Amendment No. 10 Fidelity Private Credit Fund Common Shares of Beneficial Ownership Cusip # None Date of Event Which Requires Filing of This Statement; February 29, 2024 Cusip # None Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: WC Item 6: Delaware Item 7: 1,633,249.908 Item 8: None Item 9: 1,633,249.908 Item 10: None Item 11: 1,633,249.908 Item 13: 9.078% Item 14: HC Cusip # None Item 1: Reporting Person - Abigail P. Johnson Item 4: AF Item 6: United States of America Item 7: None Item 8: None Item 9: 1,633,249.908 Item 10: None Item 11: 1,633,249.908 Item 13: 9.078% Item 14: IN This statement constitutes Amendment No. 10 ("Amendment No. 10") to the Schedule 13D originally filed with the Securities and Exchange Commission on March 23, 2023 (the "Original Schedule 13D"), which Original Schedule 13D was amended by Amendment No. 1 on April 26, 2023, and was amended by Amendment No. 2 on May 26, 2023, and was amended by Amendment No. 3 on July 13, 2023, and was amended by Amendment No. 4 on July 28, 2023, and was amended by Amendment No. 5 on August 28, 2023, and was amended by Amendment No. 6 on September 28, 2023, and was amended by Amendment No. 7 on October 27, 2023, and was amended by Amendment No. 8 on November 29, 2023, and was amended by Amendment No. 9 on January 3, 2024, and relates to the Common Shares of Beneficial Ownership, of Fidelity Private Credit Fund, a Delaware statutory trust (the "Issuer"), which has its principal executive offices at 245 Summer Street, Boston, MA, 02210 (the "Company"). Except as specifically amended by this Amendment No. 10, the Schedule 13D is unchanged. Item 2. Identity and Background. The information in Item 2(b)- (c) and (f) is hereby amended by replacing Schedule A thereof with the Schedule A attached hereto. Item 5. Interest in Securities of Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) and (b) The information contained on the cover page of this Schedule 13D is incorporated herein by reference. As of the date hereof, FMR Reporters directly own 1,633,249.908 issued and outstanding Common Shares of Beneficial Ownership representing 9.078% of the total amount of Common Shares of Beneficial Ownership and have the sole power to vote and dispose of such shares.* (c)No transactions in Common Shares were effected during the past 60 days by the FMR Reporters. (d)To the best knowledge of the FMR Reporters, no person other than the FMR Reporters have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the FMR Reporters identified in this Item 5. (e) Not applicable. *FMR Reporters hold Class I, Class S, and Class D Commons Shares. These share classes are not considered distinct classes for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, as the price and voting rights do not differentiate between the three classes. Therefore, this Schedule 13D refers to the shares as Common Shares of Beneficial Ownership. SCHEDULE A The name and present principal occupation or employment of each executive officer and director of FMR LLC are set forth below. The business address of each person is 245 Summer Street, Boston, Massachusetts 02210, and the address of the corporation or organization in which such employment is conducted is the same as this business address. All of the persons listed below are U.S. citizens. NAME POSITION WITH PRINCIPAL FMR LLC OCCUPATION Abigail P. Johnson CEO, Director, CEO, Director, & Chairman & Chairman of the of the Board, FMR LLC Board Edward C. Johnson, IV Director Director, FMR LLC & President of Pembroke Real Estate Gerard McGraw Director Director, FMR LLC & Executive Vice President John J. Remondi Director & Executive Director, FMR LLC & Vice President Executive Vice President Michael E. Wilens Director Director, FMR LLC & President of Enterprise Services Stephen C. Neff Director Director, FMR LLC Roberto Braceras Executive Vice President Executive Vice President & General Counsel & General Counsel Margaret Serravalli Executive Officer Executive Officer, FMR LLC & Chief Administrative Officer Roger Stiles Executive Officer Executive Officer, FMR LLC & Head of Fidelity Wealth Sharon Brovelli Executive Officer Executive Officer, FMR LLC & President, Fidelity Workplace Investing Ronald DePoalo Executive Officer Executive Officer, FMR LLC & Head of Fund & Brokerage Operations & Technology Kevin Barry Chief Financial Officer Executive Officer, FMR LLC & Chief Financial Officer Bart Grenier Executive Officer Executive Officer, FMR LLC & Head of Asset Management Vadim Zlotnikov Executive Officer Executive Officer, FMR LLC & Head of Fidelity Institutional Thomas Jessop Executive Officer Executive Officer, FMR LLC & Head of Fidelity Brokerage Mona Vernon Executive Officer Executive Officer, FMR LLC & Head of Human Resources William Freitas Executive Officer Executive Officer, FMR LLC & Head of Technology & Global Services SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on March 1, 2024, agree and consent to the joint filing on their behalf of this Schedule 13D in connection with their beneficial ownership of the Common Shares of Beneficial Ownership of Fidelity Private Credit Fund at February 29, 2024. FMR LLC By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson** * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.