Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Consent and Fifth Amendment to Loan and Security Agreement

On July 9, 2026, Fidelity Direct Lending Fund I JSPV LLC, a Delaware limited liability company ("JSPV"), a wholly-owned subsidiary of Fidelity Private Credit Company LLC, a Delaware limited liability company (the "Fund"), as borrower, and the Fund, as portfolio manager and parent, entered into that certain Consent and Fifth Amendment to Loan and Security Agreement (the "Fifth Amendment") with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, (in such capacity, the "Administrative Agent"), Virtus Group, LP, as collateral administrator, and State Street Bank and Trust Company, as collateral agent and securities intermediary, amending that certain Loan and Security Agreement, dated as of August 25, 2022 (as amended from time to time prior to the date hereof, including by the Fifth Amendment, the "Loan and Security Agreement"), among JSPV, as borrower, the Fund, as portfolio manager, the lenders from time to time party thereto, the Administrative Agent, Virtus Group, LP, as collateral administrator, and State Street Bank and Trust Company, as collateral agent and securities intermediary.

The Fifth Amendment provides for, among other things, (i) the consent by the Administrative Agent and the Lenders to the entry by the Fund into that certain Agreement and Plan of Merger with Fidelity Private Credit Company II LLC, a Delaware limited liability company ("Fund II"), and Fidelity Diversifying Solutions LLC and the consummation by the Fund of the merger of the Fund with and into the Fund II, with the Fund II continuing as the surviving company, as previously disclosed in the Form 8-K filed by the Fund on March 24, 2026, (ii) certain amendments to the Loan and Security Agreement to reflect the assumption by the Fund II of all obligations of the Fund thereunder upon the consummation of the Merger, (iii) the conversion of the Tranche B Financing Commitments (as defined in the Loan and Security Agreement) from term loan commitments to revolving loan commitments in an aggregate principal amount of $200,000,000, available in U.S. Dollars and which may be borrowed, repaid and re-borrowed by JSPV at any time during the Reinvestment Period (as defined in the Loan and Security Agreement), subject to the conditions specified therein, and (iv) the reduction of the aggregate principal amount of the Tranche A Financing Commitments (as defined in the Loan and Security Agreement) from $800,000,000 to $500,000,000.

The description above is only a summary of the material provisions of the Fifth Amendment and is subject to, and qualified in its entirety by, reference to a copy of the Fifth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation

The information included under Item 1.01 above regarding the Agreement is incorporated by reference into this Item 2.03.