Private Placement, Regulation FD Disclosure (Form 8-K)

Item 3.02 Unregistered Sale of Equity Securities.

As of September 1, 2026, Bain Capital Private Credit (the "Fund") sold unregistered Class I common shares of beneficial interest (the "Shares") to feeder vehicles primarily created to hold the Fund's Shares. The purchase price per Share equaled the Fund's net asset value ("NAV") per Share as of August 31, 2026, and the number of shares to be issued was finalized on September 25, 2026. The offer and sale of these Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or Regulation S promulgated thereunder. The following table details the Shares sold:

Item 7.01 Regulation FD Disclosure.

September 2026 Distributions

On September 25, 2026, the Fund declared a regular distribution for the Shares in the amount per share set forth below:

On September 25, 2026, the Fund also declared a special distribution for the Shares in the amount per share set forth below:

The regular and special distributions for the Shares are payable to shareholders of record as of September 30, 2026, and will be paid on or about October 30, 2026.

The distributions will be paid in cash or reinvested in additional Shares for shareholders participating in the Fund's distribution reinvestment plan.

Item 8.01. Other Events.

Net Asset Value

The NAV per share for Class I Shares of the Fund as of August 31, 2026, as determined in accordance with the Fund's valuation policy, is set forth below.

As of August 31, 2026, the Fund's aggregate NAV was $1,153.6 million, the fair value of its investment portfolio was $2,379.1 million and it had principal debt outstanding of $1,351.8 million, resulting in a debt-to-equity ratio of approximately 1.17x. The net debt-to-equity ratio, which represents principal debt outstanding, less cash and unsettled trades was approximately 1.09x as of August 31, 2026.

Portfolio Update

As of August 31, 2026, the Fund's investment portfolio at fair value was approximately $2,379.1 million across 173 portfolio companies operating across 29 different industries. As of August 31, 2026, based on fair value, the Fund's investment portfolio was comprised of 86% in first lien senior secured debt, 1% of second lien senior secured debt, 6% in subordinated debt, 2% in preferred equity, 1% in common equity and 4% in an investment vehicle. 93% of the Fund's debt investment portfolio was floating rate as of August 31, 2026.

Shares Issued

The following table lists the Shares by the Fund issued and outstanding and total consideration for such Shares as of the date of this filing (through the September 1, 2026 subscription date).

Share Repurchase and Subscription Update

On August 3, 2026, the Fund commenced a tender offer to repurchase up to 5% of its Class I shares outstanding as of June 30, 2026, which expired on August 31, 2026. Prior to the expiration of the tender offer, approximately 91,231 Class I shares were validly tendered, representing 0.21% of the Fund's outstanding shares as of June 30, 2026.

Subsequent to June 30, 2026, the Fund has received additional subscriptions of approximately $16.7 million.