Nuveen Churchill Private Capital Income Fund - 8-K

Item 1.01    Entry into a Material Definitive Agreement.

On May 28, 2026, Nuveen Churchill Private Capital Income Fund (the “Fund”) entered into an incentive fee waiver agreement (the “Fee Waiver Agreement”) with Churchill PCIF Advisor LLC, the Fund's investment adviser (the “Adviser”), pursuant to which the Adviser has agreed to waive 50% of the incentive fee based on income payable by the Fund to the Adviser for the period from April 1, 2026 through April 30, 2026. For the avoidance of doubt, the Fee Waiver Agreement does not amend the calculation of the incentive fee based on income as set forth in the investment advisory agreement, dated as of May 28, 2024, by and between the Fund and the Adviser (as amended on July 30, 2025, the “Advisory Agreement”). Other than the waiver contemplated by the Fee Waiver Agreement, the terms of the Advisory Agreement remain in full force and effect.

Item 8.01        Other Events.

Net Asset Value

In accordance with Fund's valuation policy, the Fund intends to sell its shares on the first business day of each month at an offering price that it believes reflects the net asset value (“NAV”) per share at the end of the preceding month. The table below sets forth the public offering prices for the Fund’s Class I, Class S, and Class D shares of beneficial interest (collectively "Common Shares"), which was approximately equal to their respective NAV per share.

NAV as of April 30, 2026

Class I shares

$24.00

Class S shares

$23.91

Class D shares

$24.00

As of April 30, 2026, the Fund’s aggregate NAV was approximately $1.5 billion, the fair value of its investment portfolio was $2.5 billion, and it had $1.3 billion in secured borrowings outstanding.

As of April 30, 2026, the Fund's Class I, Class S, and Class D shares of beneficial interest generated the following returns: 1

Inception date

1-Month

3-Month

Year to Date

1-Year

3-Years

Since Inception

Class I shares

March 30, 2022

0.62%

0.96%

1.50%

6.83%

10.77%

10.69%

Class S shares

October 2, 2023

0.51%

0.66%

1.13%

5.83%

—%

8.93%

Class D shares

October 2, 2023

0.60%

0.89%

1.41%

6.62%

—%

9.82%

Distributions

On May 29, 2026 , the Fund’s board of trustees (the “Board”) declared regular distributions for each class of its shares of beneficial interest in the amounts per share set forth below. The regular distributions are payable to shareholders of record as of May 31, 2026 and the payment date is on or about June 29, 2026.

Gross Regular Distributions

Shareholder Servicing Fee

Net Total Distributions

Class I shares

$0.170

$—

$0.170

Class S shares

$0.170

$0.017

$0.153

Class D shares

$0.170

$0.005

$0.165

Portfolio Update

As of April 30, 2026, the Fund had debt investments and equity investments in 342 portfolio companies with an aggregate of $2.5 billion in investments (at cost) and an average position size of 0.29%. 2 As of April 30, 2026, the Fund’s investments consisted of 92.98% first-lien debt investments, 2.55% second-lien debt investments, 2.12% mezzanine and structured debt investments, and 2.35% equity investments (at fair value). As of April 30, 2026, on a fair value basis, 96.05% of the Fund’s debt investments bore interest at a floating rate and 3.95% of the Fund’s debt investments bore interest at a fixed rate. As of April 30, 2026, the weighted average yield on the Fund's debt and income producing investments at fair value was 8.74%. 3

As of April 30, 2026, the Fund's portfolio companies had a weighted average reported EBITDA (including all private debt investments and excluding quoted assets) of $87.4 million. Including all quoted assets as of April 30, 2026, the Fund's portfolio companies had a weighted average reported EBITDA of $183.4 million. EBITDA amounts are derived from the most recently available portfolio company financial statements and are weighted based on the fair market value of each respective investment as of its most recent valuation.

1 Total return does not include upfront transaction fees, if any.

2 Average position size is calculated as a percentage of the total fair value of the Fund's investment portfolio.

3 The weighted average yield of the Fund's debt and income producing securities is not the same as a return on investment for the Fund's shareholders, but rather relates to the Fund's investment portfolio and is calculated before the payment of all of the Fund's and its subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding investments on non-accrual status. Weighted average yield inclusive of debt and income producing investments on non-accrual status at fair value was 8.74%. There can be no assurance that the weighted average yield will remain at its current level.

The industry composition of the Fund’s portfolio as a percentage of fair value as of April 30, 2026 was as follows:

Industry

April 30, 2026

Aerospace & Defense

2.06

%

Automotive

1.00

%

Banking, Finance, Insurance & Real Estate

5.85

%

Beverage, Food & Tobacco

5.68

%

Capital Equipment

8.20

%

Chemicals, Plastics & Rubber

1.43

%

Construction & Building

6.29

%

Consumer Goods: Durable

1.37

%

Consumer Goods: Non-durable

2.56

%

Containers, Packaging & Glass

1.24

%

Energy: Electricity

1.84

%

Energy: Oil & Gas

0.55

%

Environmental Industries

3.74

%

Healthcare & Pharmaceuticals

14.03

%

High Tech Industries

9.77

%

Hotel, Gaming & Leisure

0.38

%

Media: Advertising, Printing & Publishing

0.69

%

Media: Broadcasting & Subscription

0.14

%

Media: Diversified & Production

0.21

%

Metals & Mining

0.07

%

Retail

0.08

%

Services: Business

18.07

%

Services: Consumer

5.02

%

Sovereign & Public Finance

0.37

%

Telecommunications

1.67

%

Transportation: Cargo

1.51

%

Transportation: Consumer

0.75

%

Utilities: Electric

2.79

%

Utilities: Water

0.87

%

Wholesale

1.76

%

Total

100.0

%

The Fund's top ten portfolio companies as of April 30, 2026 were as follows:

Portfolio Company

Industry

% of Fair Value of Investments

Healthspan Buyer, LLC (Thorne HealthTech)

Healthcare & Pharmaceuticals

1.21%

FirstCall Mechanical Group, LLC

Capital Equipment

1.20%

Transit Buyer, LLC (Propark Mobility)

Services: Business

1.09%

Ovation Holdings, Inc

Capital Equipment

1.09%

Arctiq, Inc.

High Tech Industries

1.06%

Health Management Associates, Inc.

Healthcare & Pharmaceuticals

1.03%

Matador US Buyer, LLC (Insulation Technology Group)

Energy: Electricity

1.01%

Kenco PPC Buyer LLC

Transportation: Cargo

0.99%

AB Centers Acquisition Corporation (Action Behavior Centers)

Healthcare & Pharmaceuticals

0.97%

Commercial Bakeries Corp.

Beverage, Food & Tobacco

0.95%

Past performance is not necessarily indicative of future performance, and there can be no assurance that the Fund will achieve comparable investment results, or that any targeted returns will be met.

The information presented above is based on the determination of the Adviser, in its capacity as the valuation designee (the "Valuation Designee") as of April 30, 2026. The valuation process is subject to the review of and oversight by the Board to determine that the Valuation Designee selected and consistently applied the appropriate valuation methodologies in connection with the Valuation Designee's determination of the fair value of the Fund's portfolio securities. Consequently, the data set forth in the Fund’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2026 may differ from this information, and any such differences may be material. In addition, the information presented above does not include all of the information regarding the Fund's financial condition and results of operations that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information presented above. Neither PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled or performed procedures with respect to the financial data contained herein. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any form of assurance with respect thereto and assumes no responsibility for, and disclaims any association with, this information.

Item 9.01        Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

10.1

Incentive Fee Waiver Agreement, dated May 28, 2026, by and between Nuveen Churchill Private Capital Income Fund and Churchill PCIF Advisor LLC

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)