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): ~~November~~December 85, 2024

Nuveen Churchill Private Credit Fund

(Exact name of registrant as specified in its charter)

Delaware

000-56659

99-6603992

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~November~~December 85, 2024, Nuveen Churchill Private Credit Fund, ~~a Delaware statutory trust~~ (the “~~Company~~Fund”), ~~and~~held ~~Churchill~~a ~~Asset~~virtual ~~Management~~special ~~LLC,~~meeting ~~its~~of ~~investment~~shareholders ~~adviser~~ (the “~~Adviser”),~~Special ~~entered into an amendment (the “Amendment~~Meeting”). toShareholders ~~the~~of ~~management~~record ~~and~~at ~~incentive fee waiver agreement, previously entered into by and between~~ the ~~Company~~close ~~and~~of ~~the~~business ~~Adviser~~ on ~~August~~November 1925, 2024 (the “~~Fee~~Record ~~Waiver Agreement~~Date”). ~~Pursuant~~were entitled to ~~the~~vote ~~Fee~~at ~~Waiver Agreement, notwithstanding~~ the ~~fees~~Special ~~payable~~Meeting. toAs ~~the~~of ~~Adviser by~~ the ~~Company~~Record ~~under the Investment Advisory Agreement dated July 23~~Date, ~~2024~~there ~~(the~~were ~~“Investment Advisory Agreement”)~~8,400,040 ~~the~~common ~~Adviser~~shares ~~agreed~~of tobeneficial ~~(a)~~interest ~~waive 100%~~ of the ~~management~~Fund ~~fee payable to~~ (the ~~Adviser and (b~~“Shares”) ~~waive~~outstanding ~~100%~~and ofentitled ~~the incentive fee based on income payable~~ to ~~the Adviser for the period beginning June 29, 2024 through October 31, 2024~~vote. ~~Pursuant~~A toquorum ~~the~~consisting ~~Amendment, the period for which the waiver~~ of ~~fees payable under the Investment Advisory Agreement shall apply has been extended from October 31~~8,400,040 ~~2024~~Shares towere ~~the~~present ~~later of December 31, 2024~~ or ~~the~~represented ~~closing~~by ofproxy ~~the~~at ~~Company’s proposed transaction with Nuveen Churchill Private Capital Income Fund, a Delaware statutory trust (“PCAP”), pursuant to which~~ the ~~Company~~Special ~~will~~Meeting. ~~sell~~At ~~to PCAP substantially all of its assets, and PCAP will assume~~ the ~~Company’s~~Special ~~liabilities~~Meeting, ~~for~~shareholders ~~total~~were ~~consideration~~asked ~~equal~~ to ~~the~~consider ~~Company’s~~and ~~net~~vote ~~asset~~upon ~~value as of~~ the ~~determination~~following ~~date~~proposals: ~~agreed to by the parties.~~

~~For~~•To ~~the~~adopt ~~avoidance of doubt, neither~~ the ~~Fee~~Purchase ~~Waiver~~and Sale Agreement, ~~nor~~dated ~~the~~as ~~Amendment~~of ~~amended~~October ~~the~~23, ~~calculation~~2024, ofby ~~the~~and ~~management~~between ~~fee or~~ the ~~incentive~~Fund ~~fee~~and ~~based~~Nuveen onChurchill ~~income~~Private asCapital ~~set~~Income ~~forth~~Fund, ina ~~the~~Delaware ~~Investment~~statutory ~~Advisory~~trust, ~~Agreement.~~and ~~Other~~approve ~~than~~ the ~~waiver~~transactions contemplated bythereby (the ~~Fee~~“Transaction ~~Waiver~~Proposal”); ~~Agreement~~ and ~~the Amendment, the terms of the Investment Advisory Agreement will remain in full force and effect.~~

~~The~~•To ~~foregoing~~authorize ~~description~~the isBoard ~~only a summary~~ of ~~the~~Trustees ~~material provisions~~ of the ~~Fee~~Fund ~~Waiver~~to ~~Agreement~~withdraw ~~and~~ the ~~Amendment,~~Fund’s ~~and~~election ~~is qualified in its entirety by reference~~ to abe ~~copy~~regulated ~~of the Fee Waiver Agreement, which was filed~~ as ~~Exhibit~~a ~~10.5~~business todevelopment ~~the~~company ~~Company’s~~under ~~Quarterly Report on Form 10-Q for~~ the ~~quarterly~~Investment ~~period~~Company ~~ended~~Act ~~July 31, 2024 and is incorporated by reference herein, and to a copy~~ of ~~the Amendment~~1940, ~~which is filed~~ as ~~Exhibit~~amended ~~10.1~~(the to“Withdrawal ~~this Current Report on Form 8-K and is incorporated by reference herein~~Proposal”).

~~Item~~The 9Transaction Proposal and the Withdrawal Proposal were each approved by the Fund’s shareholders at the Special Meeting.~~01.~~ ~~Financial~~The ~~Statements~~votes for, votes against, and ~~Exhibits.~~abstentions are set forth below:

Proposal 1 – Approval of the Transaction Proposal

The Transaction Proposal was approved by the following vote:


Votes For	Votes Against	Abstain	Broker Non-Votes
8,400,040	0	0	—

Proposal 2 – Approval of the Withdrawal Proposal

The Withdrawal Proposal was approved by the following vote:


Votes For	Votes Against	Abstain	Broker Non-Votes
8,400,040	0	0	—

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

ExhibitNumber						Description
10.1						Amendment No. 1 to the Management and Incentive Fee Waiver Agreement by and between Nuveen Churchill Private Credit Fund and Churchill Asset Management LLC, dated November 8, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Nuveen Churchill Private Credit Fund
Date: November 13, 2024	By:	/s/ Kenneth J. Kencel
Date: December 9, 2024	By:	/s/ Kenneth J. Kencel
		Kenneth J. KencelChief Executive Officer and President

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