Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Merger Agreement

On March 25, 2026, Fidelity Private Credit Company LLC, a Delaware limited liability company (the "Fund"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Fidelity Private Credit Company II LLC, a Delaware limited liability company (the "Fund II"), and Fidelity Diversifying Solutions LLC. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, the Fund will merge with and into the Fund II, with the Fund II continuing as the surviving company (the "Merger"). The board of directors of the Fund, including all of its independent directors, has unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement.

The Merger Agreement provides that, at the effective time of the Merger, each unit of beneficial interest of the Fund issued and outstanding immediately prior to the effective time, except for units, if any, owned by the Fund, the Fund II or any of their respective consolidated subsidiaries, will be converted into the right to receive newly issued units of the Fund II at the exchange ratio. The exchange ratio is calculated in the Merger Agreement as the quotient of (i) the closing Fund net asset value per unit divided by (ii) the closing Fund II net asset value per unit.

The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants relating to the operation of the Fund's business during the period prior to the effective time of the Merger. The Merger Agreement does not require approval of the Fund's members.

Consummation of the Merger is subject to conditions in the Merger Agreement, including among other things (1) the absence of certain legal impediments to the consummation of the Merger or pending litigation by any governmental entity challenging or seeking to enjoin, restrain or make illegal the Merger or the other transactions contemplated by the Merger Agreement, (2) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement, (3) the effectiveness of a registration statement for the Fund II on Form 10, (4) the Limited Consent and Amendment (as defined and further described below) being effective in accordance with its terms and (5) the Fifth Amendment to the Loan and Security Agreement, dated as of August 25, 2022, as amended, to be entered into by the Fund, as portfolio manager, Fidelity Direct Lending Fund I JSPV LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent, State Street Bank and Trust Company, as collateral agent and securities intermediary, and Virtus Group, LP, as collateral administrator, being effective in accordance with its terms.

The Merger Agreement also contains termination rights in favor of the Fund and the Fund II, including among other things if the Merger is not completed on or before September 4, 2026.

The description above is only a summary of the material provisions of the Merger Agreement and is subject to, and qualified in its entirety by, reference to a copy of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.

The representations and warranties and covenants set forth in the Merger Agreement have been made only for purposes of such agreement and were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures made for purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the parties to the Merger Agreement or their respective businesses.

Limited Consent and First Amendment to Senior Secured Revolving Credit Agreement

On March 24, 2026, the Fund, as borrower, entered into that certain Limited Consent and First Amendment to Senior Secured Revolving Credit Agreement (the "Limited Consent and Amendment") with Truist Bank, as administrative agent, the lenders and issuing banks party thereto, and the subsidiary guarantors party thereto, with respect to that certain Senior Secured Revolving Credit Agreement, dated as of June 16, 2025, among the Fund, as borrower, Truist Bank, ING Capital LLC, as valuation agent, the lenders and issuing banks party thereto, and Truist Securities, Inc., ING Capital LLC, and Sumitomo Mitsui Banking Corporation, as joint book runners and joint lead arrangers (as amended by the Limited Consent and Amendment, the "Credit Agreement"). Capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement.

The Limited Consent and Amendment provides for, among other things, (i) the consent by the Lenders to the entry by the Fund into the Merger Agreement and the consummation by the Fund of the Merger and (ii) certain amendments to the Credit Agreement to reflect the assumption by Fund II of all obligations of the borrower thereunder upon the consummation of the Merger.

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