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): December 1, 2025

Nuveen Churchill Private Capital Income Fund

(Exact name of registrant as specified in its charter)

Delaware

000-56412

88-6187397

(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 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.


												NAV as of October 31, 2025
Class I shares												$24.38
Class S shares												$24.32
Class D shares												$24.38

As of October 31, 2025, the Fund’s aggregate NAV was approximately $1.3 billion, the fair value of its investment portfolio was $2.0 billion, and it had $748.5 million in secured borrowings outstanding.

As of October 31, 2025, 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	0.53%	1.89%	6.61%	8.55%	11.66%	11.13%
Class S shares	October 2, 2023	0.50%	1.68%	5.89%	7.68%	—%	9.84%
Class D shares	October 2, 2023	0.51%	1.83%	6.44%	8.33%	—%	10.67%

Distributions

On November 28, 2025, 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 November 30, 2025 and the payment date is on or about December 29, 2025.


	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

The Fund has adjusted its regular monthly distribution, resulting in an annualized distribution rate of approximately 8.37% (Class I). Given that 95.71% of the Fund's portfolio consists of floating rate debt investments, the distribution has been proactively realigned with the current interest rate and spread environment, both of which are lower following interest rate cuts by the Federal Reserve and the tightening of spreads in the loan market. The Fund believes the current distribution rate remains attractive relative to comparable fixed income alternatives, providing approximately 150 basis points of incremental yield over the Morningstar LSTA B Rated US Leveraged Loan Index yield to maturity of 6.88%.2

Portfolio Update

As of October 31, 2025, the Fund had debt investments and equity investments in 305 portfolio companies with an aggregate of $2.0 billion (at cost) in investments and an average position size of 0.33%.3 As of October 31, 2025, the Fund’s investments consisted of 92.99% first-lien debt investments, 2.96% second-lien debt investments, 2.24% mezzanine and structured debt investments, and 1.81% equity investments (at fair value). As of October 31, 2025, on a fair value basis, 95.71% of the Fund’s debt investments bore interest at a floating rate and 4.29% of the Fund’s debt investments bore interest at a fixed rate. As of October 31, 2025, the weighted average yield on the Fund's debt and income producing investments at fair value was 9.11%.4

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

2 Represents the difference between the Fund’s November 2025 annualized dividend distribution rate for Class I shares and the yield-to-maturity for the Morningstar LSTA B Rated US Leveraged Loan Index as of November 26, 2025. The Morningstar LSTA B Rated US Leveraged Loan Index is a composite of first-lien loans from the universe of the Morningstar LSTA US Leveraged Loan Index with a corporate credit rating of “B”. Morningstar LSTA US Leveraged Loan Index is a market value-weighted index designed to measure the performance of the US leveraged loan market based upon market weightings, spreads and interest payments. The volatility and risk profile of the index presented in this document is likely to be materially different from that of the Fund. In addition, the index employs different investment guidelines and criteria than the Fund and does employ leverage; as a result, the holdings in the Fund and the liquidity of such holdings may differ significantly from the securities that comprise the index. The index is subject to fees or expenses and it may not be possible to invest in the index. A summary of the investment guidelines for the indices presented is available upon request.

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

4 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 9.11%. There can be no assurance that the weighted average yield will remain at its current level.

As of October 31, 2025, the Fund's portfolio companies had a weighted average reported EBITDA (including all private debt investments and excluding quoted assets) of $87.9 million. Including all quoted assets as of October 31, 2025, the Fund's portfolio companies had a weighted average reported EBITDA of $206.8 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.

The industry composition of the Fund’s portfolio as a percentage of fair value as of October 31, 2025 was as follows:


Industry	October 31, 2025
Aerospace & Defense	1.60	%
Automotive	1.36	%
Banking, Finance, Insurance & Real Estate	6.20	%
Beverage, Food & Tobacco	4.55	%
Capital Equipment	7.58	%
Chemicals, Plastics & Rubber	1.47	%
Construction & Building	6.88	%
Consumer Goods: Durable	1.87	%
Consumer Goods: Non-durable	3.22	%
Containers, Packaging & Glass	0.84	%
Energy: Electricity	2.21	%
Energy: Oil & Gas	0.58	%
Environmental Industries	3.29	%
Health Care Equipment & Services	0.02	%
Healthcare & Pharmaceuticals	13.92	%
High Tech Industries	8.63	%
Hotel, Gaming & Leisure	0.34	%
Media: Advertising, Printing & Publishing	0.83	%
Media: Broadcasting & Subscription	0.08	%
Media: Diversified & Production	0.26	%
Metals & Mining	0.07	%
Services: Business	17.76	%
Services: Consumer	4.05	%
Sovereign & Public Finance	0.45	%
Telecommunications	2.06	%
Transportation: Cargo	1.83	%
Transportation: Consumer	1.09	%
Utilities: Electric	4.30	%
Utilities: Water	0.58	%
Wholesale	2.08	%
Total	100.00	%

The Fund's top ten portfolio companies as of October 31, 2025 were as follows:

Portfolio Company

Industry

% of Fair Value of Investments

Healthspan Buyer, LLC (Thorne HealthTech)

Healthcare & Pharmaceuticals

1.47%

FirstCall Mechanical Group, LLC

Capital Equipment

1.24%

Matador US Buyer, LLC (Insulation Technology Group)

Energy: Electricity

1.21%

Kenco PPC Buyer LLC

Transportation: Cargo

1.20%

Ovation Holdings, Inc

Capital Equipment

1.14%

Commercial Bakeries Corp.

Beverage, Food & Tobacco

1.13%

KENG Acquisition, Inc. (Enagage PEO)

Services: Business

1.10%

Trilon Group, LLC

Services: Business

0.98%

Impact Parent Corporation (Impact Environmental Group)

Environmental Industries

0.97%

VMG Holdings LLC (VMG Health)

Healthcare & Pharmaceuticals

0.97%

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 October 31, 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 Annual Report on Form 10-K for the fiscal year ending December 31, 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.


	Nuveen Churchill Private Capital Income Fund

Date: December 1, 2025	By:	/s/ Kenneth J. Kencel
		Kenneth J. Kencel Chief Executive Officer and President

Nuveen Churchill Private Capital Income Fund 8-K