Private Placement (Form 8-K)

Item 3.02.

Unregistered Sale of Equity Securities.

BlackRock Private Credit Fund (the "Fund") sells unregistered Institutional Class common shares of beneficial interest ("Institutional Class Shares") to feeder vehicles primarily created to hold the Fund's Institutional Class Shares. The offer and sale of these Institutional Class Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the "Private Offering"). The following table details the shares sold in the Private Offering. The Fund also issues shares to feeder vehicles pursuant to the distribution reinvestment plan of the Fund.

Distribution Declaration

On December 23, 2025, the Fund declared a regular distribution for each class of its common shares of beneficial interest in the amounts per share set forth below:

		Gross Distribution		Shareholder Servicing and/or Distribution Fee		Net Distribution
	Institutional Shares	$	0.1959		N/A	$	0.1959
	Class S Shares	$	0.1959	$	0.0170	$	0.1789
	Class D Shares	$	0.1959	$	0.0050	$	0.1909

The distribution will be payable to shareholders of record at the close of business on December 30, 2025 and will be paid on January 28, 2026. The distribution will be paid in cash or reinvested in Fund shares for shareholders participating in the Fund's distribution reinvestment plan.

Net Asset Value

The net asset value ("NAV") per share of each class of shares of the Fund as of November 30, 2025, as determined in accordance with the Fund's valuation policy, is set forth below.

		NAV as of November 30, 2025
	Institutional Shares	$	23.98
	Class S Shares	$	23.98
	Class D Shares	$	23.98