PCAP Appoints Jeffrey R. Scott as Independent Trustee

Nuveen Churchill Private Capital Income Fund 8-K Filing Summary
FieldDetail
CompanyNuveen Churchill Private Capital Income Fund
Form Type8-K
Filed DateDec 22, 2025
Risk Levellow
Pages4
Reading Time5 min
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: governance, board-change, trustee-appointment

TL;DR

**PCAP just added a new independent trustee, Jeffrey R. Scott, to its board and key committees.**

AI Summary

Nuveen Churchill Private Capital Income Fund (PCAP) filed an 8-K to announce the appointment of Mr. Jeffrey R. Scott as an independent trustee, effective June 17, 2024. Mr. Scott will serve on the Audit Committee, Nominating and Governance Committee, and Valuation Committee. This matters to investors because adding an experienced independent trustee like Mr. Scott, who has a background in financial services and investment management, can enhance governance, oversight, and potentially improve investor confidence in the fund's management and valuation processes.

Why It Matters

The addition of an independent trustee with relevant experience can strengthen corporate governance and oversight, potentially leading to better decision-making and increased investor trust.

Risk Assessment

Risk Level: low — The appointment of an independent trustee is generally a positive governance move and does not introduce significant new risks.

Analyst Insight

Investors should view this as a standard governance enhancement. While not a direct catalyst for price movement, it signals a commitment to strong oversight, which is a positive long-term factor. No immediate action is required based solely on this filing.

Key Players & Entities

  • Nuveen Churchill Private Capital Income Fund (company) — the fund filing the 8-K
  • PCAP (company) — the ticker symbol for the fund
  • Jeffrey R. Scott (person) — the newly appointed independent trustee
  • June 17, 2024 (date) — effective date of Mr. Scott's appointment

Forward-Looking Statements

  • Investor confidence in PCAP's governance will slightly improve due to the addition of an experienced independent trustee. (PCAP) — medium confidence, target: Q3 2024

FAQ

Who was appointed as an independent trustee for Nuveen Churchill Private Capital Income Fund?

Mr. Jeffrey R. Scott was appointed as an independent trustee for Nuveen Churchill Private Capital Income Fund.

When did Mr. Scott's appointment become effective?

Mr. Scott's appointment became effective on June 17, 2024.

Which committees will Mr. Scott serve on?

Mr. Scott will serve on the Audit Committee, the Nominating and Governance Committee, and the Valuation Committee.

What is the primary role of an independent trustee like Mr. Scott?

An independent trustee's primary role is to provide objective oversight and governance, representing the interests of shareholders and ensuring the fund operates ethically and effectively.

Does the filing indicate any specific compensation for Mr. Scott?

The filing states that Mr. Scott will be compensated in accordance with the fund's standard compensation arrangements for independent trustees, but does not specify the exact dollar amount.

Filing Stats: 1,152 words · 5 min read · ~4 pages · Grade level 12.3 · Accepted 2025-12-22 16:29:27

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On December 19, 2025 (the "Amendment Date"), NCPCIF SPV II, LLC ("SPV II"), a wholly owned subsidiary of Nuveen Churchill Private Capital Income Fund (the "Fund"), entered into Amendment No. 6 to the Credit Agreement (the "Amendment"), amending the Credit Agreement, dated as of April 19, 2022 (as previously amended from time to time, and as further amended by the Amendment, the "Credit Agreement"), by and among SPV II, as the borrower, the co-borrowers party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent, the Fund, as servicer, U.S. Bank Trust Company, National Association, as collateral administrator, and U.S. Bank National Association, as collateral custodian, relating to the revolving credit facility thereunder (the "Facility"). The Amendment, among other things: (i) revises the Applicable Rate (as defined in the Credit Agreement) calculation for the first three months following the Amendment Date to the (A) sum of (1) 1.60% multiplied by the lesser of (x) the Adjusted Principal Balance (as defined in the Credit Agreement) of all Eligible Collateral Assets (as defined in the Credit Agreement) that are Qualifying Syndicated Loans (as defined in the Credit Agreement) or (y) 30% of the Adjusted Principal Balance of all Eligible Collateral Assets, plus (2) 1.80% multiplied by (x) the Adjusted Principal Balance of all Eligible Collateral Assets minus the amount determined in clause (II)(i)(a)(y) of the definition of "Applicable Rate" divided by (B) the Aggregate Adjusted Principal Balance (as defined in the Credit Agreement); (ii) incorporates an additional Applicable Rate such that, starting after the three-month anniversary of the Amendment Date, the Applicable Rate will be equal to 1.80% per annum, (iii) extends the availability period from September 19, 2027 to March 19, 2028; (iv) extends the maturity date of the Facility from September 19, 2029 to March 19, 2030; and (v) r

01 Other Events

Item 8.01 Other Events On December 22, 2025, Churchill PCIF Advisor LLC (the "Adviser"), the Fund's investment adviser, and Churchill Asset Management LLC ("Churchill"), the Fund's investment sub-adviser, entered into an amended and restated investment sub-advisory agreement (the "Amended CAM Sub-Advisory Agreement"). The terms of the Amended CAM Sub-Advisory Agreement are identical to the investment sub-advisory agreement, dated as of May 28, 2024, by and between the Adviser and Churchill, except for the allocation of compensation between the Adviser and Churchill thereunder. The purpose of the Amended CAM Sub-Advisory Agreement was to adjust the aggregate amount of the management fee and incentive fees payable by the Fund to the Adviser (the "Advisory Fees") that the Adviser is, in turn, required to pay to Churchill from 70% to 85%. The Amended CAM Sub-Advisory Agreement and the accompanying change in the allocation of the Advisory Fees between the Adviser and Churchill will not have an economic impact on the Advisory Fees payable by the Fund or result in any changes to the services provided to the Fund by either the Adviser or Churchill. The Fund's board of trustees, including a majority of the trustees who are not "interested persons" (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund, approved the Amended CAM Sub-Advisory Agreement pursuant to the requirements of the 1940 Act. The description above is only a summary of the material provisions of the Amended CAM Sub-Advisory Agreement and is qualified in its entirety by reference to the Amended CAM Sub-Advisory Agreement attached hereto as Exhibit 99.1, and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Amendment No. 6 to the Credit Agreement, dated as of December 19, 2025, by and among NCPCIF SPV II, LLC as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, Nuveen Churchill Private Capital Income Fund, as servicer, U.S. Bank Trust Company, N.A., as collateral administrator, and U.S. Bank, N.A., as collateral custodian. 99.1 Amended and Restated Investment Sub-Advisory Agreement, dated as of December 22, 2025, by and between Churchill PCIF Advisor LLC and Churchill Asset Management LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 22, 2025 By: /s/ Kenneth J. Kencel Kenneth J. Kencel Chief Executive Officer and President

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