0001911066FALSE00019110662025-07-302025-07-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 30, 2025
Nuveen Churchill Private Capital Income Fund
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-56412 | | 88-6187397 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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375 Park Avenue, 9th Floor, New York, NY | | 10152 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 478-9200
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| None | | N/A | | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Net Asset Value
In accordance with Nuveen Churchill Private Capital Income Fund’s (the “Fund”) 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, which was approximately equal to their respective NAV per share.
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| | NAV as of June 30, 2025 |
| Class I shares | | $24.54 |
| Class S shares | | $24.47 |
| Class D shares | | $24.54 |
As of June 30, 2025, the Fund’s aggregate NAV was approximately $1.1 billion, the fair value of its investment portfolio was $1.9 billion, and it had $895.0 million in secured borrowings outstanding.
As of June 30, 2025, the Fund's Class I, Class S, and Class D shares of beneficial interest generated the following returns1:
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| Inception date | 1-Month | 3-Month | Year to Date | 1-Year | 3-Years | Since Inception |
| Class I Shares | March 30, 2022 | 0.45% | 2.04% | 3.87% | 9.58% | 11.47% | 11.18% |
| Class S Shares | October 2, 2023 | 0.34% | 1.80% | 3.41% | 8.60% | —% | 10.11% |
| Class D Shares | October 2, 2023 | 0.43% | 2.02% | 3.78% | 9.36% | —% | 10.99% |
Distributions
On July 29, 2025, the Fund’s board of trustees (the “Board”) declared regular distributions for each class of its shares of beneficial interests in the amounts per share set forth below. The regular distributions are payable to shareholders of record as of July 31, 2025 and the payment date is on or about August 29, 2025.
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| Gross Regular Distributions | Shareholder Servicing Fee | Net Total Distributions |
| Class I shares | $0.200 | $— | $0.200 |
| Class S shares | $0.200 | $0.017 | $0.183 |
| Class D shares | $0.200 | $0.005 | $0.195 |
Portfolio Update
As of June 30, 2025, the Fund had debt investments and equity investments in 289 portfolio companies with an aggregate of $1.9 billion (at cost) in investments and an average position size of 0.35%.2 As of June 30, 2025, the Fund’s investments consisted of 93.12% first-lien debt investments, 2.90% second-lien debt investments, 2.53% mezzanine and structured debt investments, and 1.45% equity investments (at fair value). As of June 30, 2025, on a fair value basis, 95.07% of the Fund’s debt investments bear interest at a floating rate and 4.93% of the Fund’s debt investments bear interest at a fixed rate. As of June 30, 2025, the weighted average yield on the Fund's debt and income producing investments at fair value was 9.46%.3
As of June 30, 2025, the Fund's portfolio companies had a weighted average reported EBITDA (including all private debt investments and excluding quoted assets) of $85.0 million. Including all quoted assets as of June 30, 2025, the Fund's portfolio companies had a weighted average reported EBITDA of $200.0 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 subsidiary’s 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 9.41%. 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 June 30, 2025 was as follows:
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| Industry | | June 30, 2025 |
| Aerospace & Defense | | 1.79 | % |
| Automotive | | 1.66 | % |
| Banking, Finance, Insurance & Real Estate | | 5.26 | % |
| Beverage, Food & Tobacco | | 4.39 | % |
| Capital Equipment | | 8.04 | % |
| Chemicals, Plastics & Rubber | | 1.92 | % |
| Construction & Building | | 8.38 | % |
| Consumer Goods: Durable | | 1.43 | % |
| Consumer Goods: Non-durable | | 2.83 | % |
| Containers, Packaging & Glass | | 1.37 | % |
| Energy: Electricity | | 1.71 | % |
| Energy: Oil & Gas | | 0.59 | % |
| Environmental Industries | | 3.13 | % |
| Healthcare & Pharmaceuticals | | 13.73 | % |
| High Tech Industries | | 7.98 | % |
| Hotel, Gaming & Leisure | | 0.34 | % |
| Media: Advertising, Printing & Publishing | | 0.90 | % |
| Media: Broadcasting & Subscription | | 0.10 | % |
| Media: Diversified & Production | | 0.28 | % |
| Metals & Mining | | 0.14 | % |
| Retail | | 0.14 | % |
| Services: Business | | 17.31 | % |
| Services: Consumer | | 5.31 | % |
| Sovereign & Public Finance | | 0.50 | % |
| Telecommunications | | 2.31 | % |
| Transportation: Cargo | | 1.98 | % |
| Transportation: Consumer | | 1.01 | % |
| Utilities: Electric | | 2.60 | % |
| Utilities: Water | | 0.61 | % |
| Wholesale | | 2.26 | % |
| Total | | 100.00 | % |
The Fund's top ten portfolio companies as of June 30, 2025 were as follows:
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| Portfolio Company | | Industry | | % of Fair Value of Investments |
| Firstcall Mechanical Group | | Capital Equipment | | 1.35% |
| Matador US Buyer, LLC (Insulation Technology Group) | | Energy: Electricity | | 1.31% |
| Kenco PPC Buyer LLC | | Transportation: Cargo | | 1.30% |
| Ovation Holdings, Inc. | | Capital Equipment | | 1.24% |
| PAG Holding Corp. (Precision Aviation Group) | | Aerospace & Defense | | 1.06% |
| Trilon Group, LLC | | Services: Business | | 1.06% |
| VMG Holdings LLC (VMG Health) | | Healthcare & Pharmaceuticals | | 1.06% |
| Motion & Control Enterprises, LLC | | Capital Equipment | | 1.05% |
| Impact Parent Corporation (Impact Environmental Group) | | Environmental Industries | | 1.04% |
| Heartland Paving Partners, LLC | | Construction & Building | | 1.03% |
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 Churchill PCIF Advisor LLC, the Fund's investment adviser, in its capacity as the Fund's valuation designee (the "Valuation Designee") as of June 30, 2025. The valuation process is subject to the review 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 ended June 30, 2025 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Nuveen Churchill Private Capital Income Fund |
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Date: July 30, 2025 | By: | | /s/ Kenneth J. Kencel |
| | | | Kenneth J. Kencel Chief Executive Officer and President |