Nuveen Churchill Private Capital Income Fund: NAV and Tenders

Which Nuveen Churchill fund this is

Nuveen Churchill Private Capital Income Fund, often written PCAP, is a Delaware statutory trust that elected to be regulated as a BDC. It sells Class I, Class S and Class D shares at the NAV on the first business day of each month and buys back shares through quarterly tender offers. It is not Nuveen Churchill Direct Lending Corp. (NCDL, CIK 1737924), the listed BDC from the same manager; NCDL has a market price, PCAP does not. Churchill Asset Management LLC, controlled by Nuveen, the investment management division of TIAA, runs the portfolio as sub-adviser.

NAV: slow decline, and a portfolio that grew by a third in May

The fund files a Form 8-K with the month-end NAV about a month after month-end. Class I NAV peaked at $24.81 on January 31, 2025 and fell in 16 of the 19 month-ends since, with the largest steps in February, March and May 2026 (−$0.12, −$0.14 and −$0.12, our arithmetic). The other number to read in the table is the portfolio: it was $2.5 billion at April 30, 2026 and $3.3 billion a month later, while aggregate NAV stayed at about $1.5 billion.

Aggregate NAV, portfolio and borrowings are as the fund states them in each 8-K, rounded to $0.1 billion from 2025. The distribution column is the amount declared in that 8-K for the next record date. The full 33-month series is in the CSV.

The 8-K of October 1, 2026 gives these trailing returns for Class I at August 31, 2026: 2.02% over three months, 3.77% year to date and 6.25% over one year; Class S 5.29% and Class D 5.99% over one year (the fund notes total return does not include upfront fees). NAV per share fell 1.9% from December 31, 2025 in eight months while the portfolio grew 50% (from $2.2 billion to $3.3 billion), which is why the next section matters more than the price.

The two purchases of sister funds and the leverage

PCAP has twice bought the whole portfolio of an affiliated Nuveen Churchill fund at that fund’s NAV, under Rule 17a-8 of the Investment Company Act of 1940. Both times the buyer paid cash it borrowed and took on the seller’s credit facility.

In the second deal the 10-Q shows $840,972 thousand of investments, $11,638 thousand of cash and $9,149 thousand of other assets acquired, against $514,805 thousand of liabilities assumed, leaving net assets acquired of $346,954 thousand. For a PCAP shareholder the net assets did not change on the day, since the fund paid the seller’s NAV for it. The borrowing did.

Secured borrowings rose from $786.5 million to $1,795.2 million between December 31, 2025 and June 30, 2026, while net assets rose from $1,388.1 million to $1,475.7 million. A BDC must keep asset coverage of at least 150% after borrowing. At 181.71% PCAP is inside that limit; as a rough bound, borrowings could rise to about twice net assets before reaching 150% (our arithmetic, which ignores covenants in the credit agreements). On August 6, 2026 the fund replaced the BDC V facility with a Norinchukin Bank facility of $247,500,000 of Class A-T loans at Term SOFR plus 1.58% and $45,000,000 of Class B loans at Term SOFR plus 1.93%, with a final maturity of July 25, 2038 (Form 8-K Item 1.01, August 12, 2026).

The August 31 8-K puts borrowings at $1.8 billion against $1.5 billion of aggregate NAV, so the ratio has not moved since June (rounded figures).

Income, the distribution cut and what covers it

The monthly regular distribution was $0.25 per share for the record dates of January to March 2024, $0.20 from April 2024 and $0.17 from the record date of November 30, 2025. The 8-K that announced the last change says the fund “proactively realigned” the distribution with lower rates and tighter loan spreads; the annualized rate it cited for Class I was about 8.37% at the time. At the August 31 NAV, $0.17 a month is 8.55% a year (our arithmetic).

Net investment income per Class I share fell 23% from $1.32 to $1.02 (our arithmetic) because weighted average Class I shares rose from 37.3 million to 58.3 million while net investment income rose 21% (our arithmetic from the 10-Q). Net investment income of $62.4 million covered distributions of $62.6 million 99.7% (our arithmetic). That coverage includes support. The 10-Q says the adviser waived 50% of the income incentive fee from February 1, 2026 through April 30, 2026 ($2.4 million in the half, $828 thousand in the second quarter) and that “a portion of the Fund’s distributions resulted from expense support from an affiliate of the Adviser”, which must be repaid within three years. The waiver has expired, so the third-quarter 10-Q is the first full quarter without it; we cannot yet say what that does to coverage. The net increase in net assets from operations ($34.1 million) was 54.5% of distributions (our arithmetic), the gap being the $26.4 million unrealized depreciation.

Tender offers: twelve so far, requests rising then falling

The fund has run a tender offer every quarter since the one that expired December 29, 2023, the earliest we read. The results come from the final Schedule TO-I/A of each offer. The cap is the number of shares the fund offers to buy, about 5% of shares outstanding at the previous quarter-end.

Every share tendered in the eleven completed offers was accepted: each final amendment reports that the fund “accepted for purchase 100%” of the validly tendered shares, and the 10-Q says all repurchase requests were satisfied in full. The question is not proration; it is how fast the requests have grown against the cap. The two offers of 2026 paid out $75.3 million between them, against $42.0 million for the eight offers from March 2024 to December 2025 together (our arithmetic). In the second quarter of 2026 the fund received about $71.3 million of gross subscriptions, and about $58.0 million in the third (Forms 8-K); in the first quarter it was $120.0 million.

The estimate in the October 1 8-K is the first sign of the direction in the offer that just closed: “approximately 1.3%” of the shares outstanding at June 30, 2026 were validly tendered. On 61,838,401 shares that is about 0.8 million shares, or $19 million at the August 31 NAV (our arithmetic), against a cap of 3,091,920 shares (about $74 million). The fund will report the final result once the September 30 NAV is determined, which the 8-K says it does within 20 business days of month-end.

How the terms work for a holder, from the 10-Q:

• Price: the NAV of the class on the last day of the quarter, paid with a non-interest-bearing, non-transferable promissory note; recent notes were paid about 30 days after the valuation date (July 30, 2026 for the June offer, April 30, 2026 for March).
• Early repurchase deduction: shares that have not been outstanding for at least one year are repurchased at 98% of NAV, which may be waived for death, divorce or qualified disability.
• Limit: 5% of aggregate NAV a quarter under the program, and the fund “is not required to conduct tender offers”.

Credit: seven non-accrual positions at three borrowers

The June 30, 2026 schedule of investments marks the loans on non-accrual with a footnote. We counted seven positions across three borrowers, against one at December 31, 2025.

The total is 0.53% of investments at fair value and 0.83% at cost, and 1.17% of net assets (our arithmetic). At December 31, 2025 the only non-accrual line was one Arise Holdings tranche at $153 thousand of cost and nil fair value. The 10-Q gives the yield on the performing book as 8.92% at fair value and 8.87% with non-accruals included. We have not seen a filing that says what happened at the September 10, 2026 maturity of the Image International loans; the third-quarter 10-Q will show it. Our non-accruals comparison covers other funds.

Share classes: what Class S costs

The same $0.17 gross distribution reaches holders of the three classes differently because Class S and Class D carry servicing fees.

On $250,000 at the August 31 NAV (our arithmetic), Class I is 10,482 shares and $0.17 a month gross is about $21,384 a year; Class S is 10,517 shares and $0.153 a month is about $19,309, a difference of about $2,075 a year, in line with the 0.96-point gap in one-year returns. The tender price follows the same classes: $23.86 for Class I and Class D and $23.79 for Class S in June 2026.

Who owns the fund and when TIAA can sell

TIAA received 10,540,000 Class I shares at $25.00 when it contributed loans with a fair value of $296,231,000 on March 31, 2022 (Schedule TO-I). Its Class I shares carry a restriction: it may submit them for repurchase beginning March 31, 2027, and the amount eligible is limited to 1.67% of aggregate NAV a quarter in any quarter in which total requests exceed the 5% program limit. If requests stay under 5%, the limit does not apply and TIAA can tender up to the program limit. At the current NAV, 1.67% is about $25 million a quarter (our arithmetic), against $75 million paid in the two tenders of 2026. Whether TIAA sells is its decision; the filing only sets the earliest date.

What a reader can do with this

• If you want out: the next offer is not announced. In the last two years the Schedule TO-I came out on November 27 or 28 and the offer expired on December 27 or 29, so a fourth-quarter 2026 offer would follow that pattern; the fund “is not required to conduct tender offers”. If you hold under a year, check the 2% deduction first. Payment is by note about 30 days after the valuation date.
• If you are adding new money: the price you pay each month is the previous month-end NAV. Read the leverage first: 1.22 times net assets of secured borrowings at June 30, 2026, up from 0.57 times six months earlier, in a fund whose portfolio grew by buying another fund’s loans with borrowed cash.
• If you hold Class S: the servicing fee takes about 0.85% of net assets a year; compare it with the Class I yield for your platform.
• If you hold and watch: the dated items are the September 30 NAV (due within 20 business days), the final tender result, and the third-quarter 10-Q, which will show non-accruals after the September 10 maturity, the full-fee incentive quarter and the Norinchukin facility.
• Taxes: a loss on a tender can fall under the wash-sale rule if you buy shares within 30 days, see wash-sale rule for REIT, BDC and interval fund tenders. Questions about your own account belong with a tax professional.
• Compare: other non-traded BDCs are in our non-traded BDC list, their tender results in the tender offer results and the coming deadlines in the Q4 2026 tender deadlines. New to the structure: what a BDC is.

FAQ

All figures are from SEC EDGAR filings of Nuveen Churchill Private Capital Income Fund (CIK 1911066) read on October 22, 2026: the Forms 8-K with the monthly NAV, distributions and subscriptions (January 2024 to October 1, 2026), the final Schedule TO-I/A of each tender offer from the offer that expired December 29, 2023 to the one that expired June 29, 2026, the Schedule TO-I of August 28, 2026, the Forms 8-K Item 2.01 of December 12, 2024 and May 6, 2026, the Form 8-K Item 1.01 of August 12, 2026, and the Form 10-Q for the quarter ended June 30, 2026. Sums, ratios, percentages of caps and annualized yields are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.