Management Change/Compensation Form 8 K

Item 5.02 Departure of Certain Officers; Appointment of Certain Officers

On November 6, 2024, the Board of Trustees of Fidelity Private Credit Fund (the "Fund") appointed Nicole Macarchuk as Secretary and Chief Legal Officer ("CLO") of the Fund, effective on December 1, 2024.

Ms. Macarchuk also serves as an officer of other funds and as CLO of certain Fidelity entities. Ms. Macarchuk is a Senior Vice President, Deputy General Counsel (2024-present) and is an employee of Fidelity Investments (2024-present). Prior to joining Fidelity, Ms. Macarchuk was a Partner at Dechert LLP (law firm, 2022-2024), where she focused her corporate practice on financial services and asset management industry. Prior to joining Dechert LLP, Ms. Macarchuk was Managing Director, Chief Operating Officer and General Counsel for Angel Island Capital, LLC (2019-2022) and Managing Director, General Counsel Public Markets at Kohlberg Kravis Roberts & Co. (2010-2019).

Ms. Macarchuk's appointment coincides with the resignation, effective as of the close of business on November 30, 2024, of Margaret Carey as the Secretary and Chief Legal Officer of the Fund. Ms. Carey's decision to resign was not the result of any disagreement relating to FMR LLC or the Fund's operations, policies or practices. Ms. Carey will continue in her role within Fidelity Investments as Senior Vice President, Deputy General Counsel.

In addition, on November 6, 2024, the Board of Trustees of the Fund appointed Stephanie Caron as Chief Financial Officer ("CFO") of the Fund, effective on December 1, 2024.

Ms. Caron also serves as Chief Financial Officer of other funds. Ms. Caron is Head of Fidelity Fund and Investment Operations (2024-present) and is an employee of Fidelity Investments. Ms. Caron serves as President, Executive Vice President, or Director of certain Fidelity entities. Previously, Ms. Caron was Head of Investment Services for Strategic Advisers LLC (investment adviser firm, 2019-2024).

Ms. Caron's appointment coincides with the resignation, effective as of the close of business on November 30, 2024, of John J. Burke III as the Chief Financial Officer of the Fund. Mr. Burke's decision to resign was not the result of any disagreement relating to FMR LLC or the Fund's operations, policies or practices. Mr. Burke has assumed a new role within Fidelity Investments as Chief Risk Officer.