Nuveen Churchill Private Capital Income Fund Announces Strategic Acquisition of Nuveen Churchill BDC V (Form 8-K)

Nuveen Churchill Private Capital Income Fund Announces Strategic Acquisition of Nuveen Churchill BDC V

NEW YORK - April 2, 2026 - Nuveen Churchill Private Capital Income Fund ("PCAP") and Nuveen Churchill BDC V ("BDC V") today announced that each of its respective Board of Trustees has approved a strategic transaction in which PCAP will acquire 100% of the assets and liabilities of BDC V at fair value pursuant to a purchase and sale agreement. The transaction is expected to close in the second quarter of 2026, subject to all necessary approvals and customary closing conditions.

Ken Kencel, President and Chief Executive Officer of PCAP and BDC V, said, "We are pleased to announce this strategic transaction, which we believe will deliver meaningful long-term value to PCAP shareholders. The combination of two high-quality, complementary portfolios managed by the same investment team positions PCAP for continued growth and strong performance, while providing an efficient wind-down of BDC V for their shareholders."

Key Transaction Considerations:

•Increased Scale and Diversification - The transaction is expected to lead to enhanced size, scale and portfolio diversification of PCAP through the integration of BDC V's portfolio. The combined portfolio will reflect PCAP's continued commitment to disciplined, core middle market investing, with greater diversification across borrowers and industries. Post-transaction, PCAP's top 10 investments at fair value will represent a smaller share of its overall portfolio (~9% vs ~11% pre-transaction), underscoring the improved balance and reduced concentration, which PCAP believes will provide a long-term benefit to its shareholders.

•BDC V's Complementary High-Quality Portfolio - BDC V commenced operations in August 2025, and its portfolio aligns with PCAP's investment strategy with approximately 55% of BDC V's assets by fair value already held within PCAP as of December 31, 2025. As of December 31, 2025, there were no investments on non-accrual in BDC V's portfolio and the weighted average internal risk rating of 4.0, which is the initial rating assigned at origination.

•Improved Access to Debt and Equity Capital - The increased size and greater scale of PCAP following the transaction is expected to facilitate broader access to funding sources, improve PCAP's cost of debt, and allow for more favorable financing terms.

•Operational Efficiency - PCAP's larger scale post-transaction is expected to create operational efficiencies, with fixed and semi-fixed costs spread across a significantly larger asset base.

•Allows for Efficient Wind-down of BDC V - The transaction is expected to result in the sale of 100% of BDC V's assets and liabilities, allowing for an efficient wind-down of BDC V.

Transaction Details

In exchange for cash consideration paid by PCAP equal to BDC V's net asset value as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the effective time of the transaction, BDC V will sell, transfer, assign, convey and deliver to PCAP all of its assets. PCAP will also assume BDC V's outstanding liabilities, including all indebtedness outstanding under BDC V's credit facility and all obligations under the documents governing BDC V's portfolio assets.

Closing of the transaction is currently anticipated to occur during the second quarter of 2026 and is subject to necessary approvals and customary closing conditions, including requisite approval by BDC V's shareholders.

About Nuveen Churchill Private Capital Income Fund and Nuveen Churchill BDC V

PCAP and BDC V are specialty finance companies focused primarily on investing in U.S. middle market companies with $10 to $100 million in earnings before interest, taxes depreciation and amortization, which PCAP and BDC V consider the core middle market. Each of PCAP and BDC V has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). PCAP is externally managed by its investment adviser, Churchill PCIF Advisor LLC ("PCAP Adviser"), and by its sub-adviser, Churchill Asset Management LLC ("Churchill"). BDC V is externally managed by Churchill. Both PCAP Adviser and Churchill are affiliates and subsidiaries of Nuveen, LLC ("Nuveen"), the investment management division of Teachers Insurance and Annuity Association of America ("TIAA") and one of the largest asset managers globally. Churchill is a leading capital provider for private equity-backed middle market companies and operates as the exclusive U.S. middle market direct lending and private capital business of Nuveen and TIAA. Churchill is a registered investment adviser and majority-owned, indirect subsidiary of TIAA.