SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2025

The Fund’s management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of June 30, 2025, except as discussed below.

Distributions

On July 29, 2025, the Fund declared regular distributions for each class of its Common Shares in the amounts per share set forth below, net of distribution and servicing fees, where applicable. The distributions for each class of Common Shares are payable on August 29, 2025 to shareholders of record as of July 31, 2025.


						Net Distribution
Class I Common Shares						$0.200
Class S Common Shares						$0.183
Class D Common Shares						$0.195

Subscriptions

Subsequent to the fiscal quarter ended June 30, 2025, the Fund received approximately $121.2 million in net proceeds, inclusive of distributions reinvested through the Fund’s distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares, and Class D shares as of August 8, 2025. As of August 8, 2025, the Fund has raised total gross proceeds of $1.2 billion in the continuous offering of its Common Shares.

Amended Distribution Reinvestment Plan

On July 18, 2025, the Board approved an amended and restated distribution reinvestment plan (the “Amended DRIP”) to incorporate a comment issued by a state securities regulator in connection with its “blue sky” review of the Fund’s offering. The Amended DRIP clarifies that future investors in the Fund who are located in Tennessee will not automatically have their cash distributions declared by the Board reinvested in additional shares of the Fund, and will instead have their distributions paid in cash, unless such investor specifically elects to have their distributions reinvested in additional shares of the Fund. Aside from the foregoing, the other terms of the Amended DRIP are identical to the Fund’s existing distribution reinvestment plan.

Amendment No. 1 to Investment Advisory Agreement

On July 30, 2025, the Board, including all of the Independent Trustees, approved Amendment No. 1 (the “Amendment”) to the Advisory Agreement (as amended by the Amendment, the “Advisory Agreement”). The Amendment removes the exception for the Intermediary Manager and the Administrator to the limitations on indemnification set forth in the Advisory Agreement. The Fund entered into the Amended Advisory Agreement as a result of a comment issued by a state securities regulator in connection with its “blue sky” review of the Fund’s offering.

Fifth Amended and Restated Bylaws

On July 30, 2025, the Board approved the Fifth Amended and Restated Bylaws of the Fund (the “Amended Bylaws”). The Amended Bylaws change the quorum requirement to hold meetings of the Board from one third of the Board’s trustees to a majority of the Board’s trustees. The Board adopted the Amended Bylaws as a result of a comment issued by a state securities regulator in connection with its “blue sky” review of the Fund’s offering.

Nuveen Churchill Private Capital Income Fund 10-Q