Nuveen Churchill Private Capital Income Fund 8-K

What Happened

• Nuveen Churchill Private Capital Income Fund filed an 8‑K reporting Amendment No. 6 (dated December 19, 2025) to the Credit Agreement for NCPCIF SPV II, LLC (SPV II), the Fund’s wholly owned borrower subsidiary. The amendment changes the borrowing cost formula for the Facility, extends the Facility’s availability period and maturity, and adjusts a breakage (make‑whole) percentage.
• The filing also discloses an amended and restated investment sub‑advisory agreement (dated December 22, 2025) between the Fund’s adviser, Churchill PCIF Advisor LLC, and Churchill Asset Management LLC that changes the allocation of advisory fees paid to Churchill from 70% to 85%, with no change to the total fees paid by the Fund or the services provided. The board, including a majority of disinterested trustees, approved the change.

Key Details

• Applicable Rate: For the first three months after December 19, 2025, the Applicable Rate is calculated using a blended formula (1.60% applied to up to 30% of qualifying syndicated loans and 1.80% applied to the remainder), then equals 1.80% per annum after the three‑month period.
• Availability and maturity: Availability period extended from September 19, 2027 to March 19, 2028; Facility maturity extended from September 19, 2029 to March 19, 2030.
• Make‑Whole change: Make‑Whole Percentage increased from 0.0% to 0.25% for December 19, 2026 through December 19, 2027, then returns to 0.0% afterward.
• Sub‑advisory fee allocation: Effective December 22, 2025, Churchill’s share of the advisory fees payable by the Adviser rises from 70% to 85%; no change to fees charged to the Fund and services remain the same.

Why It Matters

• For investors, the amendment alters the Fund’s borrowing economics and timing: the Facility remains available longer and matures later, and borrowing pricing is modified (initial blended rate then a fixed 1.80% after three months). These changes can affect the Fund’s cost of leverage and liquidity profile.
• The sub‑advisory change reallocates compensation between the adviser and Churchill but does not increase the Fund’s total advisory expense or change investment services, and it was approved by the board including independent trustees.
• The filing includes the Amendment (Exhibit 10.1) and the Amended and Restated Sub‑Advisory Agreement (Exhibit 99.1) for investors who want the full legal details.