Nuveen Churchill Private Capital Income Fund
03/06/2026 | Press release | Distributed by Public on 03/06/2026 14:47
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The information in this management's discussion and analysis of financial condition and results of operations relates to Nuveen Churchill Private Capital Income Fund, including its wholly owned subsidiaries (collectively, "we", "us", "our" or the "Fund"). The information contained in this section should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Risk Factors" in Part I, Item 1Aof and elsewhere in this Annual Report on Form 10-K. This discussion should be read in conjunction with the "Forward-Looking Statements" in this Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking statements.
Overview
We were formed as a Delaware statutory trust on February 8, 2022. We are an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
Our investment objective is to generate attractive risk-adjusted returns primarily through current income and, secondarily, long-term capital appreciation, by investing in a diversified portfolio of private debt and equity investments in U.S. middle market companies owned by leading private equity firms, which we define as companies with $10 million to $250 million of annual earnings before interest, taxes, depreciation and amortization ("EBITDA"). We primarily focus on investing in U.S. middle market companies with $10 million to $100 million of EBITDA, which we consider the core middle market.
We primarily invest in first-lien senior secured debt and first-out positions in unitranche loans (collectively "Senior Loan Investments"), as well as junior debt investments, such as second-lien loans, unsecured debt, subordinated debt and last-out positions in unitranche loans (including fixed- and floating-rate instruments and instruments with payment-in-kind income) ("Junior Capital Investments"). Senior Loan Investments and Junior Capital Investments may be originated alongside smaller related common equity positions to the same portfolio companies. Our portfolio also will include larger, stand-alone direct equity co-investments in private-equity backed companies that may be originated alongside or separately from Senior Loan Investments and/or Junior Capital Investments to the applicable portfolio company ("Equity Co-Investments"). We target an investment portfolio consisting, directly or indirectly, of 75% to 90% in Senior Loan Investments, 5% to 25% in Junior Capital Investments and up to 10% in Equity Co-Investments. To support our share repurchase program, we also will generally invest 5% to 10% of our assets in cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments ("Liquid Investments"). While we seek to achieve the targets described above, the composition of the Fund's investment portfolio may vary from time to time due to various factors, such as market conditions and the availability of attractive investment opportunities. For example, it is possible that the Fund will, from time to time, maintain a portfolio exclusively comprised of Senior Loan Investments, Junior Capital Investments or other fixed-income instruments.
Churchill PCIF Advisor LLC (the "Adviser"), a wholly owned subsidiary of Churchill Asset Management LLC ("Churchill"), serves as our investment adviser. Pursuant to the advisory agreement between us and the Adviser (the "Advisory Agreement"), the Adviser is responsible for the overall management of our activities and has delegated substantially all of its daily portfolio management obligations to Churchill pursuant to a sub-advisory agreement by and between the Adviser and Churchill (the "CAM Sub-Advisory Agreement"). The Adviser and Churchill also have engaged Nuveen Asset Management, LLC ("Nuveen Asset Management" and together with the Adviser and Churchill, the "Advisers"), acting through its leveraged finance division, to manage certain of our Liquid Investments, subject to the pace and amount of investment activity in the middle market investment program, pursuant to a sub-advisory agreement by and among the Adviser, Churchill and Nuveen Asset Management (the "NAM Sub-Advisory Agreement"). Each of the Adviser, Churchill and Nuveen Asset Management is an indirect subsidiary of Nuveen, LLC ("Nuveen"), the investment management division of Teachers Insurance and Annuity Association of America ("TIAA").
Churchill NCPCIF CLO-I LLC ("CLO-I" and f/k/a "SPV I"), Churchill NCPCIF CLO-II LLC ("CLO-II"), NCPIF Equity Holdings LLC ("Equity Holdings"), NCPCIF SPV II, LLC ("SPV II"), NCPCIF SPV III, LLC ("SPV III"), and NCPCIF BSL SPV I, LLC ("BSL SPV I") are wholly owned subsidiaries of the Fund and are consolidated in these consolidated financial statements commencing from the date of their respective formation.
On March 31, 2022, prior to our election to be regulated as a BDC under the 1940 Act, TIAA contributed certain portfolio investments to the Fund and SPV I and, in connection therewith, the Fund entered into a promissory note with TIAA and issued Class I shares to TIAA.
On December 11, 2024, we completed the acquisition of substantially all of the assets of Nuveen Churchill Private Credit Fund ("NCPCF" and the acquisition of NCPCF, the "NCPCF Acquisition") pursuant to a Purchase and Sale Agreement, dated October 23, 2024 (the "Purchase Agreement"), between the Fund and NCPCF. Prior to NCPCF's dissolution, the Fund and NCPCF were affiliated BDCs, and NCPCF was externally managed by Churchill. Pursuant to the Purchase Agreement, at the Effective Time (as defined in the Purchase Agreement), we delivered to NCPCF an aggregate purchase price of $221.0 million, equal to the net asset value of NCPCF as of December 9, 2024, at which time NCPCF sold, transferred, assigned and conveyed to us substantially all of its assets, and we assumed all of NCPCF's liabilities, including $281.5 million of indebtedness outstanding under the Scotiabank Credit Facility (as defined below).
Under the Advisory Agreement, we pay the Adviser a base management fee as well as an incentive fee based on our investment performance. Under the administration agreement (the "Administration Agreement") with Churchill BDC Administration LLC as our administrator (the "Administrator"), we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including, but not limited to, our allocable portion of the costs of compensation and related expenses of our Chief Financial Officer and Chief Compliance Officer and their respective staffs. The Adviser, Churchill, Nuveen Asset Management and the Administrator are all affiliates and subsidiaries of Nuveen, the investment management division of TIAA.
Key Components of Our Results of Operations
Investments
Our level of investment activity varies substantially from period to period depending on many factors, including the amount we have available to invest, as well as the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity in the middle market, the general economic environment and the competitive environment for the types of investments we make.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements.
As a BDC, we are required to comply with certain regulatory requirements. For instance, we are generally required to invest at least 70% of our total assets in "qualifying assets," including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less.
As a BDC, we must not acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in "eligible portfolio companies." Under the 1940 Act, the term "eligible portfolio company" includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250.0 million. In addition, we must be organized in the United States to qualify as a BDC.
Revenues
We generate revenue primarily in the form of interest income on our Senior Loan Investments, our Junior Capital Investments and our Liquid Investments, and capital gains and dividend income from our Equity Co-Investments in our portfolio companies. Our Senior Loan Investments typically bear interest at a floating rate usually determined on the basis of a benchmark, such as the Secured Overnight Financing Rate ("SOFR"). Our Junior Capital Investments generally include cash paying subordinated debt (including fixed-rate subordinated loans, which may have a portion of PIK income, and floating-rate second-lien term loans), subordinated PIK notes (with no current cash payments) and/or equity securities (with no current cash payments). Our Liquid Investments include a portfolio of cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income.
Expenses
The Advisers and their respective affiliates are responsible for the compensation and routine overhead expenses allocable to personnel providing investment advisory and management services to us. We bear all other out-of-pocket costs and expenses of its operations and transactions, including those costs and expenses incidental to the provision of investment advisory and management services to the Fund (such as items (iii) and (iv) listed below). We will not reimburse the Administrator or the Adviser for any rent or depreciation, utilities, capital equipment, expenses or other administrative items incurred by the Sponsor (as defined in the Omnibus Guidelines, as defined below), or salaries, fringe benefits, travel expenses and other administrative items incurred by or allocated to any Controlling Person of the Sponsor (as defined in the Omnibus Guidelines).
(i)organization of the Fund;
(ii)calculating NAV (including the cost and expenses of any independent third-party valuation firm);
(iii)expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, Churchill, Nuveen Asset Management, or members of its investment teams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund's rights;
(iv)fees and expenses incurred by the Adviser (and its affiliates), Churchill (and its affiliates), Nuveen Asset Management (and its affiliates), or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Fund and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Fund's investments and monitoring investments and portfolio companies on an ongoing basis;
(v)any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Fund, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Fund's borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Fund and in making, carrying, funding and/or otherwise resolving investment guarantees);
(vi)offerings, sales, and repurchases of the Common Shares and other securities;
(vii)fees and expenses payable under the Intermediary Manager Agreement and selected dealer agreements, if any;
(viii)investment advisory fees payable under Section 7 of the Advisory Agreement;
(ix)administration fees and expenses, if any, payable under the Administration Agreement (including payments under the Administration Agreement between us and the Administrator, based upon our allocable portion of the Administrator's overhead in performing its obligations under the Administration Agreement, including the allocable portion of the cost of the Fund's chief financial officer and chief compliance officer, and their respective staffs);
(x)costs incurred in connection with investor relations and Board relations;
(xi)any applicable administrative agent fees or loan arranging fees incurred with respect to portfolio investments by the Adviser, Churchill (and its affiliates) Nuveen Asset Management (and its affiliates), the Administrator or an affiliate thereof;
(xii)any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Fund (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses);
(xiii)transfer agent, dividend agent and custodial fees and expenses;
(xiv)federal and state registration fees;
(xv)all costs of registration and listing the Common Shares on any securities exchange;
(xvi)federal, state and local taxes;
(xvii)independent trustees' fees and expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
(xviii)costs of preparing and filing reports or other documents required by the SEC, FINRA, U.S. Commodity Futures Trading Commission, or other regulators, and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund's activities and/or other regulatory filings, notices or disclosures of the Adviser, Churchill, Nuveen Asset Management, and their respective affiliates relating to the Fund and its activities;
(xix)costs of any reports, proxy statements or other notices to shareholders, including printing costs;
(xx)fidelity bond, trustees' and officers'/errors and omissions liability insurance, and any other insurance premiums;
(xxi)direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs;
(xxii)proxy voting expenses;
(xxiii)all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Fund, including in connection with the distribution reinvestment plan or the share repurchase program;
(xxiv)costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund's assets for tax or other purposes;
(xxv)the allocated costs incurred by the Adviser, Churchill, Nuveen Asset Management, and/or the Administrator in providing managerial assistance to those portfolio companies that request it;
(xxvi)allocable fees and expenses associated with marketing efforts on behalf of the Fund;
(xxvii)all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, Trustee and officers', liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Fund's affairs;
(xxviii)fees, costs and expenses of winding up and liquidating the Fund's assets; and
(xxix)all other expenses incurred by the Fund, the Adviser, Churchill, Nuveen Asset Management, or the Administrator in connection with administering the Fund's business.
With respect to (i) above, Nuveen Alternative Holdings LLC ("Nuveen Alternative Holdings"), an affiliate of Nuveen Asset Management, agreed to advance (or cause one or more of its affiliates to advance) all of our organization and offering expenses on our behalf through the Escrow Break Date. Unless Nuveen Alternative Holdings elects to cover such expenses pursuant to the expense support and conditional reimbursement agreement with Churchill (the "Expense Support Agreement"), we may be obligated to reimburse Nuveen Alternative Holdings under the terms of the Expense Support Agreement for such advanced expenses. Any reimbursements will not exceed actual expenses incurred by Nuveen Alternative Holdings.
From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders.
Portfolio and Investment Activity
Portfolio Composition
Our portfolio and investment activity for the years ended December 31, 2025 and 2024 is presented below (dollar amounts in thousands):
| For the Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net funded investment activity | |||||||||||
|
New gross commitments at par (1) (2)
|
$ | 878,827 | $ | 1,095,696 | |||||||
|
Net investments funded (2)
|
790,668 | 879,719 | |||||||||
| Investments sold or repaid | (309,078) | (201,591) | |||||||||
| Net funded investment activity | $ | 481,590 | $ | 678,128 | |||||||
|
Gross commitments at par (1) (2)
|
|||||||||||
|
First-lien debt
|
$ | 832,024 | $ | 1,056,481 | |||||||
|
Subordinated debt
|
28,515 | 27,773 | |||||||||
|
Equity investments
|
18,288 | 11,442 | |||||||||
| Total gross commitments | $ | 878,827 | $ | 1,095,696 | |||||||
| Portfolio company activity | |||||||||||
|
Portfolio companies, beginning of period
|
275 | 159 | |||||||||
| Number of new portfolio companies | 79 | 159 | |||||||||
| Number of exited portfolio companies | (35) | (43) | |||||||||
|
Portfolio companies, end of period
|
319 | 275 | |||||||||
| Count of investments | 609 | 477 | |||||||||
| Count of industries | 29 | 30 | |||||||||
| New Investment Activity | |||||||||||
|
Weighted average annual interest rate on new debt investments at par
|
8.58 | % | 9.54 | % | |||||||
|
Weighted average annual interest rate on new floating rate debt investments at par
|
8.47 | % | 9.48 | % | |||||||
|
Weighted average spread on new floating rate debt investments at par
|
4.51 | % | 4.75 | % | |||||||
|
Weighted average annual coupon on new fixed rate debt investments at par
|
13.10 | % | 13.62 | % | |||||||
________
(1) Gross commitments at par includes unfunded investment commitments.
(2) Gross commitments at par and investments funded for the year ended December 31, 2024 excludes gross commitments and funded investments of $519,489 and $489,637, respectively, acquired in connection with the NCPCF Acquisition. For additional information, see "Part II, Item 8 - Consolidated Financial Statements - Note 11 "NCPCF Acquisition".
2
As of December 31, 2025, our debt investment portfolio reflected the following characteristics, based on fair value:
•Weighted average reported annual EBITDA of $87.9 million.(1)
•Weighted average of 2.6x interest coverage ratio for our first-lien loans.(2)
•Weighted average of 4.7x net leverage.(3)
•Weighted average loan-to-value of 40.6%.(4)
•Approximately 73.2% of our debt investments have financial maintenance covenants.(5)
_______________
(1) These calculations include all private debt investments for which fair value is determined by our Adviser in its capacity as the valuation designee (the "Valuation Designee") of the Fund's board of trustees (the "Board") and excludes quoted assets. Including quoted assets, the weighted average reporting annual EBITDA is $191.2 million. Amounts are weighted based on the fair market value of each respective investment as of its most recent quarterly valuation, which are derived from the most recently available portfolio company financial statements.
(2) The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes Junior Capital Investments and Equity Co-investments and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have financial maintenance covenants and first lien loans that the Adviser has assigned a risk rating of '8' or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 60.01% of our total investments, and 64.63% of our total first lien loan investments, in each case based upon fair value.
(3) Net leverage is the ratio of total debt minus cash divided by EBITDA, taking into account only the debt issued through the tranche in which we are a lender. Leverage is derived from the most recently available portfolio company financial statements and weighted by the fair value of each investment. Net leverage presented excludes equity investments as well as debt instruments to which the Adviser has assigned a risk rating of 8 or higher and any portfolio companies with net leverage of 15x or greater.
(4) Weighted average loan-to-value represents the net ratio of loan-to-value for each portfolio company, weighted based on the fair value of total applicable private debt investments. Loan-to-value is calculated as the current total net debt through each respective loan tranche divided by the estimated enterprise value of the portfolio company as of the most recently available financial information. Includes all private debt investments for which fair value is determined by the Valuation Designee and excludes quoted assets as well as investments that the Adviser has assigned an internal risk rating of 8 or higher, investments on non-accrual, and portfolio companies with net leverage of 15x or greater. Amounts are weighted on the fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently verified by the Fund, and may reflect a normalized or adjusted amount. Accordingly, the Fund makes no representation or warranty in respect of this information.
(5) Represents the percentage of Senior Loan Investments and Junior Capital Investments with one or more financial maintenance covenants and excludes debt investments in liquid fixed-income securities (including broadly syndicated loans). Including debt investments in liquid fixed-income securities, approximately 67.51% our total debt investments have financial maintenance covenants.
As of December 31, 2025 and December 31, 2024, our investments consisted of the following (dollar amounts in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
|
Cost
|
Fair Value | % of Fair Value |
Cost
|
Fair Value | % of Fair Value | ||||||||||||||||||||||||||||||
|
First-Lien Debt
|
$ | 2,009,009 | $ | 2,001,896 | 92.86 | % | $ | 1,563,049 | $ | 1,558,902 | 92.71 | % | |||||||||||||||||||||||
|
Subordinated Debt (1)
|
112,927 | 110,299 | 5.12 | % | 105,214 | 102,993 | 6.12 | % | |||||||||||||||||||||||||||
| Equity Investments | 42,675 | 43,651 | 2.02 | % | 19,418 | 19,714 | 1.17 | % | |||||||||||||||||||||||||||
| Total | $ | 2,164,611 | $ | 2,155,846 | 100.00 | % | $ | 1,687,681 | $ | 1,681,609 | 100.00 | % | |||||||||||||||||||||||
| Largest portfolio company investment | $ | 29,783 | $ | 29,796 | 1.38 | % | $ | 20,992 | $ | 21,429 | 1.27 | % | |||||||||||||||||||||||
| Average portfolio company investment | $ | 6,786 | $ | 6,758 | 0.31 | % | $ | 6,137 | $ | 6,115 | 0.36 | % | |||||||||||||||||||||||
(1)As of December 31, 2025, Subordinated Debt at fair value was comprised of second lien term loans and/or second lien notes of $61,168, mezzanine debt of $47,832 and structured debt of $1,299, and Subordinated Debt at cost was comprised of second lien term loans and/or second lien notes of $63,332, mezzanine debt of $48,295 and structured debt of $1,300. As of December 31, 2024, Subordinated Debt at fair value was comprised of second lien term loans and/or second lien notes of $49,896, mezzanine debt of $52,014 and structured debt of $1,083, and Subordinated Debt at cost was comprised of second lien term loans and/or second lien notes of $51,588, mezzanine debt of $52,535, and structured debt of $1,091.
The industry composition of our portfolio as a percentage of fair value as of December 31, 2025 and December 31, 2024 was as follows:
| Industry | December 31, 2025 | December 31, 2024 | |||||||||
| Aerospace & Defense | 1.53 | % | 1.93 | % | |||||||
| Automotive | 1.37 | % | 1.72 | % | |||||||
| Banking, Finance, Insurance & Real Estate | 6.54 | % | 3.90 | % | |||||||
| Beverage, Food & Tobacco | 4.82 | % | 5.40 | % | |||||||
| Capital Equipment | 7.90 | % | 7.45 | % | |||||||
| Chemicals, Plastics & Rubber | 1.53 | % | 2.64 | % | |||||||
| Construction & Building | 6.53 | % | 7.12 | % | |||||||
| Consumer Goods: Durable | 1.65 | % | 1.27 | % | |||||||
| Consumer Goods: Non-durable | 3.02 | % | 3.56 | % | |||||||
| Containers, Packaging & Glass | 0.85 | % | 1.14 | % | |||||||
| Energy: Electricity | 1.98 | % | 1.60 | % | |||||||
| Energy: Oil & Gas | 0.58 | % | 0.57 | % | |||||||
| Environmental Industries | 3.92 | % | 4.38 | % | |||||||
| Healthcare & Pharmaceuticals | 13.80 | % | 12.13 | % | |||||||
| High Tech Industries | 8.13 | % | 8.49 | % | |||||||
| Hotel, Gaming & Leisure | 0.32 | % | 0.38 | % | |||||||
| Media: Advertising, Printing & Publishing | 0.78 | % | 1.03 | % | |||||||
| Media: Broadcasting & Subscription | 0.18 | % | 0.33 | % | |||||||
| Media: Diversified & Production | 0.21 | % | 0.31 | % | |||||||
| Metals & Mining | 0.07 | % | 0.16 | % | |||||||
| Retail | - | % | 0.16 | % | |||||||
| Services: Business | 18.85 | % | 16.22 | % | |||||||
| Services: Consumer | 3.68 | % | 5.88 | % | |||||||
| Sovereign & Public Finance | 0.42 | % | 0.55 | % | |||||||
| Telecommunications | 1.93 | % | 2.50 | % | |||||||
| Transportation: Cargo | 1.73 | % | 2.02 | % | |||||||
| Transportation: Consumer | 1.02 | % | 1.13 | % | |||||||
| Utilities: Electric | 4.03 | % | 2.80 | % | |||||||
| Utilities: Water | 0.69 | % | 0.59 | % | |||||||
| Wholesale | 1.94 | % | 2.64 | % | |||||||
| Total | 100.00 | % | 100.00 | % | |||||||
The weighted average yields of our investments as of December 31, 2025 and December 31, 2024 was as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||
|
Weighted average yield on debt and income producing investments, at cost (1)
|
8.82 | % | 9.78 | % | |||||||
|
Weighted average yield on debt and income producing investments, at fair value (2)
|
8.86 | % | 9.80 | % | |||||||
| Percentage of debt investments bearing a floating rate | 95.73 | % | 94.53 | % | |||||||
| Percentage of debt investments bearing a fixed rate | 4.27 | % | 5.47 | % | |||||||
_______________
(1)Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2025 was 8.82%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2024 was 9.74%.
(2)Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2025 was 8.86%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2024 was 9.78%.
As of December 31, 2025, 85.29% and 85.29% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2024, 79.01% and 78.98% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio, and is calculated before the payment of all of our and our 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. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 9.78% to 8.82% from December 31, 2024 to December 31, 2025. The decrease in weighted average yields was primarily due to overall tightening of spreads in newly originated investments and lower base interest rates.
Private equity mergers and acquisitions activity concluded 2025 with strong momentum, as the recovery that began in the second half of the year gained traction through the fourth quarter following earlier disruptions arising from global trade policy uncertainty. Improving market fundamentals and restored sponsor confidence in the macro environment, including greater clarity regarding the direction of interest rates, drove increased transaction execution during 2025. Repayment activity remained elevated during the fourth quarter of 2025, driven by a combination of new transaction activity and selective refinancings, as borrowers continued to capitalize on investor demand and favorable market conditions. While repayment activity may continue to offset new investment deployment, we believe that well-capitalized lenders with available liquidity, existing portfolio company relationships, and strong proprietary sponsor networks are well-positioned to benefit from the positive market momentum.
Despite this market recovery, certain macro-economic risks and uncertainties remain. Changes to trade policies, including the imposition of new tariffs by the current administration, could disrupt supply chains and may negatively impact the financial condition of certain of our portfolio companies as well as the macro-economic environment. Additionally, the rapid evolution and adoption of artificial intelligence technologies may create both opportunities and challenges for businesses, potentially reshaping competitive dynamics, operational models, and workforce requirements across industries. In light of these changes, we are closely monitoring the impacts to our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, strong levels of free cash flow generation, and multiple channels to source products or materials. There can be no assurance that economic conditions or competitive market dynamics will not adversely impact certain of our portfolio companies, which could impact our future results.
Asset Quality
In addition to various risk management and monitoring tools, we use the Advisers' investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in our portfolio, with the exception of the Liquid Investments managed by the leveraged finance division of Nuveen Asset Management. Churchill, in its capacity as sub-adviser, utilizes a systematic, consistent approach to credit evaluation, with a particular focus on an acceptable level of debt repayment and deleveraging under a "base case" set of projections (the "Base Case"), which reflects a more conservative estimate than the set of projections provided by a prospective portfolio company (the "Management Case"). The following is a description of the conditions associated with each investment rating:
1.Performing - Superior: Borrower is performing significantly above Management Case.
2.Performing - High: Borrower is performing at or near the Management Case (i.e., in a range slightly below to slightly above).
3.Performing - Low Risk: Borrower is operating well ahead of the Base Case to slightly below the Management Case.
4.Performing - Stable Risk: Borrower is operating at or near the Base Case (i.e., in a range slightly below to slightly above). This is the initial rating assigned to all new borrowers.
5.Performing - Management Notice: Borrower is operating below the Base Case. Adverse trends in business conditions and/or industry outlook are viewed as temporary. There is no immediate risk of payment default and only a low to moderate risk of covenant default.
6.Watch List - Low Maintenance: Borrower is operating below the Base Case with declining margin of protection. Adverse trends in business conditions and/or industry outlook are viewed as probably lasting for more than a year. Payment default is still considered unlikely, but there is a moderate to high risk of covenant default.
7.Watch List - Medium Maintenance: Borrower is operating well below the Base Case but has adequate liquidity. Adverse trends are more pronounced than in Internal Risk Rating 6 above. There is a high risk of covenant default, or it may have already occurred. Payments are current, although subject to greater uncertainty, and there is a moderate to high risk of payment default.
8.Watch List - High Maintenance: Borrower is operating well below the Base Case. Liquidity may be strained. Covenant default is imminent or may have occurred. Payments are current, but there is a high risk of payment default. Negotiations to restructure or refinance debt on normal terms may have begun. Further significant deterioration appears unlikely and no loss of principal is currently anticipated.
9.Watch List - Possible Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Liquidity is strained. Payment default may have occurred or is very likely in the short term unless creditors grant some relief. Loss of principal is possible.
10.Watch List - Probable Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have already occurred. Liquidity is extremely limited. The prospects for improvement in the borrower's situation are sufficiently negative that loss of some or all principal is probable.
Churchill regularly monitors and, when appropriate, changes the investment rating assigned to each investment in our portfolio, excluding Liquid Investments managed by the leveraged finance division of Nuveen Asset Management. Each investment team will review the investment ratings in connection with monthly or quarterly portfolio reviews.
The following table shows the investment ratings of the investments in our portfolio (dollar amounts in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
|
Fair Value(1)
|
% of Portfolio |
Number of Portfolio Companies(1)
|
Fair Value(1)
|
% of Portfolio |
Number of Portfolio Companies(1)
|
||||||||||||||||||||||||||||||
| 1 | $ | - | - | % | - | $ | - | - | % | - | |||||||||||||||||||||||||
| 2 | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| 3 | 72,748 | 3.37 | 5 | 71,387 | 4.25 | 6 | |||||||||||||||||||||||||||||
| 4 | 1,707,845 | 79.22 | 206 | 1,323,870 | 78.73 | 177 | |||||||||||||||||||||||||||||
| 5 | 130,449 | 6.05 | 21 | 76,022 | 4.52 | 13 | |||||||||||||||||||||||||||||
| 6 | 70,810 | 3.28 | 9 | 14,828 | 0.88 | 2 | |||||||||||||||||||||||||||||
| 7 | - | - | - | 8,239 | 0.49 | 2 | |||||||||||||||||||||||||||||
| 8 | 9,506 | 0.44 | 2 | - | - | - | |||||||||||||||||||||||||||||
| 9 | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| 10 | - | - | - | 3,400 | 0.20 | 1 | |||||||||||||||||||||||||||||
| Total | $ | 1,991,358 | 92.36 | % | 243 | $ | 1,497,746 | 89.07 | % | 201 | |||||||||||||||||||||||||
_______________
(1)Liquid Investments managed by the leveraged finance division of Nuveen Asset Management are excluded from the investment ratings table. As of December 31, 2025, there were 76 portfolio companies in the Liquid Investments portfolio, which had a total fair value of $164,488 or 7.64% of the portfolio. As of December 31, 2024, there were 74 portfolio companies in the Liquid Investments portfolio, which had a total fair value of $183,863 or 10.93% of the portfolio.
As of December 31, 2025 and December 31, 2024, the weighted average Internal Risk Rating of our investment portfolio was 4.1 and 4.1, respectively. As of December 31, 2025, the Fund had an investment in one portfolio company on non-accrual status. The cost of the investment on non-accrual status was $0.2 million, which represents approximately 0.01% of total investments at cost. As of December 31, 2024, the Fund had an investment in one portfolio company on non-accrual status. The cost of the investment on non-accrual status was $7,455, which represents approximately 0.44% of total investments at cost.
Results of Operations
Operating results for the years ended December 31, 2025, 2024, and 2023 were as follows (dollar amounts in thousands):
| For the Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Investment income: | |||||||||||||||||
| Non-controlled/non-affiliated company investments: | |||||||||||||||||
| Interest income | $ | 174,301 | $ | 91,861 | $ | 45,200 | |||||||||||
| Payment-in-kind interest income | 6,688 | 4,427 | 2,333 | ||||||||||||||
| Dividend income | 121 | 65 | 123 | ||||||||||||||
| Other income | 1,289 | 722 | 178 | ||||||||||||||
| Total investment income | 182,399 | 97,075 | 47,834 | ||||||||||||||
| Expenses: | |||||||||||||||||
| Interest and debt financing expenses | 55,661 | 19,269 | 10,752 | ||||||||||||||
|
Management fees (See Note 5)
|
8,071 | 4,667 | 1,292 | ||||||||||||||
|
Income based incentive fees (See Note 5)
|
16,510 | 10,089 | 3,108 | ||||||||||||||
| Professional fees | 2,810 | 1,040 | 762 | ||||||||||||||
| Board of Trustees' fees | 513 | 508 | 508 | ||||||||||||||
|
Administration fees (See Note 5)
|
1,766 | 825 | 517 | ||||||||||||||
| Other general and administrative expenses | 2,877 | 2,064 | 682 | ||||||||||||||
| Distribution and shareholder servicing fees | |||||||||||||||||
| Class S | 274 | 108 | 5 | ||||||||||||||
| Class D | 51 | 35 | 1 | ||||||||||||||
| Offering costs | 949 | 600 | 659 | ||||||||||||||
| Total expenses | 89,482 | 39,205 | 18,286 | ||||||||||||||
|
Expense support (See Note 5)
|
(1,327) | (764) | (750) | ||||||||||||||
|
Management fees waived (See Note 5)
|
(1,395) | (3,001) | (1,292) | ||||||||||||||
|
Incentive fees waived (See Note 5)
|
(6,519) | (10,089) | (3,108) | ||||||||||||||
| Net expenses | 80,241 | 25,351 | 13,136 | ||||||||||||||
| Net investment income before excise taxes | 102,158 | 71,724 | 34,698 | ||||||||||||||
| Excise taxes | - | 202 | 31 | ||||||||||||||
| Net investment income | 102,158 | 71,522 | 34,667 | ||||||||||||||
| Realized and unrealized gain (loss) on investments: | |||||||||||||||||
| Net realized gain (loss) on non-controlled/non-affiliated company investments | (14,214) | 766 | 768 | ||||||||||||||
| Net change in unrealized appreciation (depreciation): | |||||||||||||||||
| Non-controlled/non-affiliated company investments | (2,693) | (1,940) | (652) | ||||||||||||||
| Income tax (provision) benefit | (561) | 32 | (61) | ||||||||||||||
| Total net change in unrealized appreciation (depreciation): | (3,254) | (1,908) | (713) | ||||||||||||||
| Total net realized and unrealized gain (loss) on investments | (17,468) | (1,142) | 55 | ||||||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | 84,690 | $ | 70,380 | $ | 34,722 | |||||||||||
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses, and changes in unrealized appreciation and depreciation on the investment portfolio.
Investment Income
Investment income increased to $182.4 million for the year ended December 31, 2025, from $97.1 million for the year ended December 31, 2024, primarily due to an increase in our deployed capital and the NCPCF Acquisition. This increase was partially offset by a decrease in the weighted average yield on our debt and income-producing investments resulting from market spread tightening and a decline in SOFR. As of December 31, 2025, the size of our portfolio increased to $2.2 billion from $1.7 billion, as of December 31, 2024, at cost. As of December 31, 2025, the weighted average yield of our debt and income producing investments decreased to 8.82% from 9.78% as of December 31, 2024, at cost, primarily due to tightening of spreads on newly originated investments and the decline in base interest rates. We expect our portfolio and investment income to continue growing as we raise and deploy capital through our offering. Shifts in base interest rates, such as SOFR and other applicable benchmark rates, may affect our investment income.
Investment income increased to $97.1 million for the year ended December 31, 2024, from $47.8 million for the year ended December 31, 2023, primarily due to increased investment activities driven by an increase in our deployed capital, slightly offset by a decrease in the weighted average yield of our debt and income producing investments as a result of market spread tightening and a decline in SOFR. As of December 31, 2024, the size of our portfolio increased to $1.7 billion from $516.2 million, as of December 31, 2023, at cost. As of December 31, 2024, the weighted average yield of our debt and income producing investments decreased to 9.78% from 11.33% as of December 31, 2023, at cost, primarily due to overall tightening of spreads in newly originated investments, the refinancing or repricing of existing portfolio companies, and the decline in base interest rates.
Expenses
Total expenses before expense support, waived fees and excise taxes increased to $89.5 million for the year ended December 31, 2025, from $39.2 million for the year ended December 31, 2024.
Interest and debt financing expenses increased for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to higher average daily borrowings resulting from increased borrowing capacity through new credit facilities and debt securitization transactions, as further described below, partially offset by a decrease in the average interest rate. The average daily borrowings for the year ended December 31, 2025 were $809.8 million, compared to $251.0 million for the year ended December 31, 2024. The average interest rate for the year ended December 31, 2025 was 6.52%, compared to 7.43% for the year ended December 31, 2024.
Management and incentive fees increased following the expiration of waivers. Our Adviser had waived 100% of the management fee from the Escrow Break Date through May 31, 2024, then waived 50% of the management fee for the period from June 1, 2024 through May 31, 2025. The increase in management fees for the year ended December 31, 2025 was primarily attributable to the increase in our net assets and the expiration of the fee waivers.
Additionally, our Adviser's waiver of incentive fees on income expired effective May 31, 2025. For the year ended December 31, 2025, income-based incentive fees totaled $16.5 million, of which $6.5 million was waived during the first and second quarters of 2025 prior to the expiration of the waiver. The increase in incentive fees for the year ended December 31, 2025, compared to the same periods in 2024, was primarily attributable to higher net investment income and the expiration of the fee waiver. As of December 31, 2025, income-based incentive fees payable to the Adviser totaled $4.4 million. No capital gains incentive fees were incurred during the year ended December 31, 2025 or 2024.
Total expenses before expense support, waived fees and excise taxes increased to $39.2 million for the year ended December 31, 2024, from $18.3 million for the year ended December 31, 2023, primarily due to the accrual of the management fee and the income based incentive fee following the Escrow Break Date. As described above, our Adviser waived 100% of the management fee until June 1, 2024, then 50% through May 31, 2025, and waived 100% of the income-based incentive fee through May 31, 2025.
Interest and debt financing expenses increased for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to higher average daily borrowings as a result of the increase in borrowing capacity under the Bank of America Credit Facility, the completion of the 2024 Debt Securitization, and the addition of the Scotiabank Credit Facility (each defined below). The average daily borrowings for the year ended December 31, 2024 were $251.0 million, compared to $136.9 million for the year ended December 31, 2023. The average interest rate for the year ended December 31, 2024 was 7.43%, compared to 7.73% for the year ended December 31, 2023.
Other operating expenses also increased as the Fund grew. Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Fund. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the years ended December 31, 2025, 2024, and 2023 were $7.5 million, $3.9 million and $2.0 million, respectively.
The expense support amount represents expenses paid on our behalf in accordance with the Expense Support Agreement, which are subject to reimbursement by us in accordance with the agreement's terms. For the years ended December 31, 2025, 2024, and 2023, expense support totaled $(1.3) million, $(0.8) million and $(0.8) million,respectively.
Net realized gain (loss) and Net change in unrealized gains (losses) on investments
For the year ended December 31, 2025, we recorded a net realized loss on investments of $(14.2) million primarily driven by the restructuring of four underperforming debt positions, compared to a net realized gain of $0.8 million for the year ended December 31, 2024.
We recorded a net change in unrealized loss of $(2.7) million for the year ended December 31, 2025, compared to a net change in unrealized loss of $(1.9) million for the year ended December 31, 2024. The net change in unrealized loss for the year ended December 31, 2025 compared to the comparable period in 2024 resulted from modest softening in performance of certain of our portfolio companies, partially offset by the tightening of market spreads.
For the year ended December 31, 2024, we recorded a net realized gain on investments of $0.8 million primarily driven by full or partial repayments and sales of certain of our investments compared to a net realized gain of $0.8 million for the year ended December 31, 2023.
We recorded a net change in unrealized loss of $(1.9) million for the year ended December 31, 2024, compared to a net change in unrealized loss of $(0.7) million for the year ended December 31, 2023. The net change in unrealized loss for the year ended December 31, 2024 compared to the comparable period in 2023 resulted primarily from modest softening in performance of certain of our portfolio companies, partially offset by the tightening of market spreads.
Financial Condition, Liquidity and Capital Resources
Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital sources are generated primarily from (i) the net proceeds of our offering of Common Shares, (ii) cash flows from income earned from our investments and principal repayments, (iii) proceeds from net borrowings on our financing facilities and CLO debt issuances (discussed further below) and (iv) any future offerings of our equity or debt securities. Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances. Our primary uses of cash are (i) the purchase of investments in portfolio companies, (ii) funding the cost of operations (including paying the Adviser and the Administrator), (iii) debt service, repayment and other financing costs of our borrowings, (iv) funding repurchases under our share repurchase program, and (v) cash distributions to the holders of our Common Shares.
As of December 31, 2025, our debt consisted of asset based leverage facilities, a revolving credit facility and debt securitizations. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, we are only permitted to borrow amounts such that our asset coverage, as defined in the 1940 Act, is maintained at a level of at least 150% after such borrowing. As of December 31, 2025, our asset coverage was 274.50%.
Cash and cash equivalents as of December 31, 2025, taken together with our available debt, are expected to be sufficient for our investment activities and to conduct our operations in the near term. As of December 31, 2025, we had $278.1 million available under our Bank of America Credit Facility, $97.0 million available under our Scotiabank Credit Facility and $78.5 million available under our SMBC Revolving Credit Facility.
Although we have historically been able to obtain sufficient borrowing capacity, a deterioration in economic conditions or any other negative economic developments could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have previously obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.
For the year ended December 31, 2025, our cash and cash equivalents balance decreased by $12.8 million. During that period, $382.4 million was used in operating activities, primarily due to investment purchases of $790.7 million, offset by $309.1 million in repayments and sales of investments in portfolio companies. During the same period, $369.7 million was provided by financing activities, consisting primarily of proceeds from issuance of Common Shares and secured borrowings of $578.2 million and $916.5 million, respectively, partially offset by repayments of secured borrowings and distributions paid to our shareholders of $1.0 billion and $59.4 million, respectively.
For the year ended December 31, 2024, our cash and cash equivalents balance increased by $58.3 million. During that period, $807.1 million was used in operating activities, primarily due to investment purchases of $879.7 million, offset by $201.6 million in repayments and sales of investments in portfolio companies, and $206.5 million payout in connection with the NCPCF Acquisition. During the same period, $865.4 million was provided by financing activities, consisting primarily of proceeds from issuance of Common Shares and secured borrowings of $450.0 million and $1.0 billion, respectively, offset by repayments of secured borrowings of $549.9 million.
For the year ended December 31, 2023, our cash and cash equivalents balance decreased by $57.1 million. During that period, $127.9 million was used in operating activities, primarily due to investment purchases of $206.9 million, offset by $47.5 million in repayments and sales of investments in portfolio companies. During the same period, $70.8 million was provided by financing activities, consisting primarily of proceeds from issuance of Common Shares and secured borrowings $92.9 million and $135.3 million, respectively, offset by repayments of secured borrowings of $124.5 million.
Net Worth of Sponsors
The North American Securities Administrators Association ("NASAA"), in its Omnibus Guidelines Statement of Policy, adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time (the "Omnibus Guidelines"), requires that our affiliates and Adviser, or our Sponsor, as defined under the Omnibus Guidelines, have an aggregate financial net worth, exclusive of home, automobiles and home furnishings, of the greater of either $100 thousand, or 5.0% of the first $20 million of both the gross amount of securities currently being offered in our offering and the gross amount of any originally issued direct participation program securities sold by our affiliates and sponsors within the past 12 months, plus 1.0% of all amounts in excess of the first $20 million. Based on these requirements, our Adviser and its affiliates, while not liable directly or indirectly for any indebtedness we may incur, have an aggregate financial net worth in excess of those amounts required by the Omnibus Guidelines.
Equity
The Fund is authorized to issue an unlimited number of Common Shares. In connection with our formation, we issued an initial 40 Class I shares to TIAA on March 30, 2022, and on March 31, 2022, TIAA contributed certain portfolio investments to the Fund in exchange for 10,540,000 shares of the Fund's Class I shares of beneficial interest at $25.00 per share. As of December 31, 2025, TIAA owned 3,503,145 shares of the Fund's Class I shares of beneficial interest, both directly and indirectly through private funds in which TIAA is the sole investor or that TIAA controls.
As of June 1, 2023 (the "Escrow Break Date"), the Fund had satisfied the minimum offering requirement, and the Board authorized the release of proceeds from escrow.
The following table presents transactions in Common Shares during the year ended December 31, 2025 (dollars in thousands except share amounts):
| For the Year Ended December 31, 2025 | ||||||||||||||
| Shares | Amount | |||||||||||||
| CLASS S | ||||||||||||||
| Subscriptions | 998,234 | $ | 24,472 | |||||||||||
| Share transfers between classes | (18,246) | (447) | ||||||||||||
| Distributions reinvested | 44,457 | 1,088 | ||||||||||||
|
Share repurchases, net of early repurchase deduction
|
(6,380) | (154) | ||||||||||||
| Net increase (decrease) | 1,018,065 | $ | 24,959 | |||||||||||
| CLASS D | ||||||||||||||
| Subscriptions | 429,425 | 10,541 | ||||||||||||
| Share transfers between classes | (5,807) | (144) | ||||||||||||
| Distributions reinvested | 62,518 | 1,535 | ||||||||||||
|
Share repurchases, net of early repurchase deduction
|
(29,139) | (713) | ||||||||||||
| Net increase (decrease) | 456,997 | $ | 11,219 | |||||||||||
| CLASS I | ||||||||||||||
| Subscriptions | 22,116,070 | $ | 543,180 | |||||||||||
| Share transfers between classes | 24,004 | 591 | ||||||||||||
| Distributions reinvested | 1,706,594 | 41,929 | ||||||||||||
|
Share repurchases, net of early repurchase deduction
|
(1,562,228) | (38,189) | ||||||||||||
| Net increase (decrease) | 22,284,440 | $ | 547,511 | |||||||||||
The following table presents transactions in Common Shares during the year ended December 31, 2024 (dollars in thousands except share amounts):
| For the Year Ended December 31, 2024 | ||||||||||||||
| Shares | Amount | |||||||||||||
| CLASS S | ||||||||||||||
| Subscriptions | 588,317 | $ | 14,498 | |||||||||||
| Share transfers between classes | (4,107) | (101) | ||||||||||||
| Distributions reinvested | 15,443 | 381 | ||||||||||||
| Share repurchases, net of early repurchase deduction | - | - | ||||||||||||
| Net increase (decrease) | 599,653 | $ | 14,778 | |||||||||||
| CLASS D | ||||||||||||||
| Subscriptions | 687,471 | $ | 16,976 | |||||||||||
| Share transfers between classes | - | - | ||||||||||||
| Distributions reinvested | 32,300 | 798 | ||||||||||||
| Share repurchases, net of early repurchase deduction | (12,686) | (314) | ||||||||||||
| Net increase (decrease) | 707,085 | $ | 17,460 | |||||||||||
| CLASS I | ||||||||||||||
| Subscriptions | 16,956,717 | $ | 418,484 | |||||||||||
| Share transfers between classes | 4,104 | 101 | ||||||||||||
| Distributions reinvested | 806,467 | 19,936 | ||||||||||||
| Share repurchases, net of early repurchase deduction | (108,531) | (2,672) | ||||||||||||
| Net increase (decrease) | 17,658,757 | $ | 435,849 | |||||||||||
The Fund determines NAV for each class of Common Shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV).
The following table presents each month-end net offering price for Class S, Class D, and Class I Common Shares, which approximately equals their respective NAV per share, for the years ended December 31, 2025 and 2024:
| NAV Per Share | ||||||||||||||||||||
|
For the Month Ended
|
Class S
|
Class D
|
Class I | |||||||||||||||||
| January 31, 2025 | $24.75 | $24.80 | $24.81 | |||||||||||||||||
| February 28, 2025 | $24.64 | $24.69 | $24.70 | |||||||||||||||||
| March 31, 2025 | $24.58 | $24.63 | $24.64 | |||||||||||||||||
| April 30, 2025 | $24.54 | $24.59 | $24.60 | |||||||||||||||||
| May 31, 2025 | $24.58 | $24.63 | $24.63 | |||||||||||||||||
| June 30, 2025 | $24.47 | $24.54 | $24.54 | |||||||||||||||||
| July 31, 2025 | $24.46 | $24.52 | $24.52 | |||||||||||||||||
| August 31, 2025 | $24.42 | $24.48 | $24.48 | |||||||||||||||||
| September 30, 2025 | $24.38 | $24.45 | $24.45 | |||||||||||||||||
| October 31, 2025 | $24.32 | $24.38 | $24.38 | |||||||||||||||||
| November 30, 2025 | $24.32 | $24.39 | $24.39 | |||||||||||||||||
| December 31, 2025 | $24.25 | $24.32 | $24.32 | |||||||||||||||||
| NAV Per Share | ||||||||||||||||||||
|
For the Month Ended
|
Class S
|
Class D
|
Class I | |||||||||||||||||
| January 31, 2024 | $24.71 | $24.73 | $24.74 | |||||||||||||||||
| February 29, 2024 | $24.72 | $24.75 | $24.75 | |||||||||||||||||
| March 31, 2024 | $24.58 | $24.61 | $24.62 | |||||||||||||||||
| April 30, 2024 | $24.59 | $24.63 | $24.63 | |||||||||||||||||
| May 31, 2024 | $24.60 | $24.64 | $24.65 | |||||||||||||||||
| June 30, 2024 | $24.64 | $24.68 | $24.69 | |||||||||||||||||
| July 31, 2024 | $24.67 | $24.71 | $24.71 | |||||||||||||||||
| August 31, 2024 | $24.70 | $24.74 | $24.75 | |||||||||||||||||
| September 30, 2024 | $24.70 | $24.74 | $24.75 | |||||||||||||||||
| October 31, 2024 | $24.71 | $24.76 | $24.77 | |||||||||||||||||
| November 30, 2024 | $24.73 | $24.78 | $24.79 | |||||||||||||||||
| December 31, 2024 | $24.74 | $24.79 | $24.80 | |||||||||||||||||
Distributions
The following tables summarize the Fund's distributions recorded for the year ended December 31, 2025 (dollars in thousands except per share amounts):
|
Class S
|
||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date |
Distribution per Share (1)
|
Distribution Amount | ||||||||||||||||||||||
| January 29, 2025 | January 31, 2025 | February 28, 2025 | $0.183 | $156 | ||||||||||||||||||||||
| February 27, 2025 | February 28, 2025 | March 28, 2025 | $0.183 | $162 | ||||||||||||||||||||||
| March 28, 2025 | March 31, 2025 | April 29, 2025 | $0.183 | $172 | ||||||||||||||||||||||
| April 26, 2025 | April 30, 2025 | May 29, 2025 | $0.183 | $183 | ||||||||||||||||||||||
| May 27, 2025 | May 31, 2025 | June 27, 2025 | $0.183 | $229 | ||||||||||||||||||||||
| June 27, 2025 | June 30, 2025 | July 29, 2025 | $0.183 | $246 | ||||||||||||||||||||||
| July 29, 2025 | July 31, 2025 | August 29, 2025 | $0.183 | $264 | ||||||||||||||||||||||
| August 27, 2025 | August 31, 2025 | September 29, 2025 | $0.183 | $278 | ||||||||||||||||||||||
| September 30, 2025 | September 30, 2025 | October 29, 2025 | $0.183 | $291 | ||||||||||||||||||||||
| October 27, 2025 | October 31, 2025 | December 1, 2025 | $0.183 | $301 | ||||||||||||||||||||||
| November 28, 2025 | November 30, 2025 | December 29, 2025 | $0.153 | $257 | ||||||||||||||||||||||
| December 26, 2025 | December 31, 2025 | January 29, 2026 | $0.153 | $270 | ||||||||||||||||||||||
| Total | $2.136 | $2,809 | ||||||||||||||||||||||||
| Class D | ||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date |
Distribution per Share (1)
|
Distribution Amount | ||||||||||||||||||||||
| January 29, 2025 | January 31, 2025 | February 28, 2025 | $0.195 | $162 | ||||||||||||||||||||||
| February 27, 2025 | February 28, 2025 | March 28, 2025 | $0.195 | $165 | ||||||||||||||||||||||
| March 28, 2025 | March 31, 2025 | April 29, 2025 | $0.195 | $170 | ||||||||||||||||||||||
| April 26, 2025 | April 30, 2025 | May 29, 2025 | $0.195 | $173 | ||||||||||||||||||||||
| May 27, 2025 | May 31, 2025 | June 27, 2025 | $0.195 | $177 | ||||||||||||||||||||||
| June 27, 2025 | June 30, 2025 | July 29, 2025 | $0.195 | $195 | ||||||||||||||||||||||
| July 29, 2025 | July 31, 2025 | August 29, 2025 | $0.195 | $203 | ||||||||||||||||||||||
| August 27, 2025 | August 31, 2025 | September 29, 2025 | $0.195 | $220 | ||||||||||||||||||||||
| September 30, 2025 | September 30, 2025 | October 29, 2025 | $0.195 | $228 | ||||||||||||||||||||||
| October 27, 2025 | October 31, 2025 | December 1, 2025 | $0.195 | $235 | ||||||||||||||||||||||
| November 28, 2025 | November 30, 2025 | December 29, 2025 | $0.165 | $208 | ||||||||||||||||||||||
| December 26, 2025 | December 31, 2025 | January 29, 2026 | $0.165 | $211 | ||||||||||||||||||||||
| Total | $2.280 | $2,347 | ||||||||||||||||||||||||
| Class I | ||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date |
Distribution per Share
|
Distribution Amount | ||||||||||||||||||||||
| January 29, 2025 | January 31, 2025 | February 28, 2025 | $0.200 | $6,741 | ||||||||||||||||||||||
| February 27, 2025 | February 28, 2025 | March 28, 2025 | $0.200 | $6,901 | ||||||||||||||||||||||
| March 28, 2025 | March 31, 2025 | April 29, 2025 | $0.200 | $7,076 | ||||||||||||||||||||||
| April 26, 2025 | April 30, 2025 | May 29, 2025 | $0.200 | $7,622 | ||||||||||||||||||||||
| May 27, 2025 | May 31, 2025 | June 27, 2025 | $0.200 | $8,019 | ||||||||||||||||||||||
| June 27, 2025 | June 30, 2025 | July 29, 2025 | $0.200 | $8,430 | ||||||||||||||||||||||
| July 29, 2025 | July 31, 2025 | August 29, 2025 | $0.200 | $8,749 | ||||||||||||||||||||||
| August 27, 2025 | August 31, 2025 | September 29, 2025 | $0.200 | $9,346 | ||||||||||||||||||||||
| September 30, 2025 | September 30, 2025 | October 29, 2025 | $0.200 | $9,861 | ||||||||||||||||||||||
| October 27, 2025 | October 31, 2025 | December 1, 2025 | $0.200 | $10,211 | ||||||||||||||||||||||
| November 28, 2025 | November 30, 2025 | December 29, 2025 | $0.170 | $8,999 | ||||||||||||||||||||||
| December 26, 2025 | December 31, 2025 | January 29, 2026 | $0.170 | $9,279 | ||||||||||||||||||||||
| Total | $2.340 | $101,234 | ||||||||||||||||||||||||
_____________
(1)Distributions are net of distribution and servicing fees.
The following tables summarize the Fund's distributions recorded for the year ended December 31, 2024 (dollars in thousands except per share amounts):
|
Class S
|
||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date |
Distribution per Share (1)
|
Distribution Amount | ||||||||||||||||||||||
| January 26, 2024 | January 31, 2024 | February 28, 2024 | $0.233 | $51 | ||||||||||||||||||||||
| February 28, 2024 | February 29, 2024 | March 28, 2024 | $0.233 | $60 | ||||||||||||||||||||||
| March 28, 2024 | March 31, 2024 | April 29, 2024 | $0.233 | $79 | ||||||||||||||||||||||
| April 26, 2024 | April 30, 2024 | May 28, 2024 | $0.183 | $70 | ||||||||||||||||||||||
| May 29, 2024 | May 31, 2024 | June 28, 2024 | $0.183 | $87 | ||||||||||||||||||||||
| June 28, 2024 | June 30, 2024 | July 29, 2024 | $0.183 | $91 | ||||||||||||||||||||||
| July 29, 2024 | July 31, 2024 | August 28, 2024 | $0.183 | $96 | ||||||||||||||||||||||
| August 28, 2024 | August 31, 2024 | September 27, 2024 | $0.183 | $111 | ||||||||||||||||||||||
| September 27, 2024 | September 30, 2024 | October 28, 2024 | $0.183 | $128 | ||||||||||||||||||||||
| October 28, 2024 | October 31, 2024 | November 26, 2024 | $0.183 | $134 | ||||||||||||||||||||||
| November 26, 2024 | November 30, 2024 | December 27, 2024 | $0.183 | $137 | ||||||||||||||||||||||
| December 26, 2024 | December 31, 2024 | January 28, 2025 |
$0.202(2)
|
$151 | ||||||||||||||||||||||
| Total | $2.365 | $1,195 | ||||||||||||||||||||||||
| Class D | ||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date |
Distribution per Share (1)
|
Distribution Amount | ||||||||||||||||||||||
| January 26, 2024 | January 31, 2024 | February 28, 2024 | $0.245 | $39 | ||||||||||||||||||||||
| February 28, 2024 | February 29, 2024 | March 28, 2024 | $0.245 | $59 | ||||||||||||||||||||||
| March 28, 2024 | March 31, 2024 | April 29, 2024 | $0.245 | $89 | ||||||||||||||||||||||
| April 26, 2024 | April 30, 2024 | May 28, 2024 | $0.195 | $90 | ||||||||||||||||||||||
| May 29, 2024 | May 31, 2024 | June 28, 2024 | $0.195 | $105 | ||||||||||||||||||||||
| June 28, 2024 | June 30, 2024 | July 29, 2024 | $0.195 | $112 | ||||||||||||||||||||||
| July 29, 2024 | July 31, 2024 | August 28, 2024 | $0.195 | $127 | ||||||||||||||||||||||
| August 28, 2024 | August 31, 2024 | September 27, 2024 | $0.195 | $140 | ||||||||||||||||||||||
| September 27, 2024 | September 30, 2024 | October 28, 2024 | $0.195 | $149 | ||||||||||||||||||||||
| October 28, 2024 | October 31, 2024 | November 26, 2024 | $0.195 | $151 | ||||||||||||||||||||||
| November 26, 2024 | November 30, 2024 | December 27, 2024 | $0.195 | $157 | ||||||||||||||||||||||
| December 26, 2024 | December 31, 2024 | January 28, 2025 |
$0.215 (3)
|
$179 | ||||||||||||||||||||||
| Total | $2.510 | $1,397 | ||||||||||||||||||||||||
| Class I | ||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date | Distribution per Share | Distribution Amount | ||||||||||||||||||||||
| January 26, 2024 | January 31, 2024 | February 28, 2024 | $0.250 | $3,626 | ||||||||||||||||||||||
| February 28, 2024 | February 29, 2024 | March 29, 2024 | $0.250 | $3,735 | ||||||||||||||||||||||
| March 28, 2024 | March 31, 2024 | April 29, 2024 | $0.250 | $4,661 | ||||||||||||||||||||||
| April 26, 2024 | April 30, 2024 | May 28, 2024 | $0.200 | $4,382 | ||||||||||||||||||||||
| May 29, 2024 | May 31, 2024 | June 28, 2024 | $0.200 | $5,577 | ||||||||||||||||||||||
| June 28, 2024 | June 30, 2024 | July 29, 2024 | $0.200 | $5,685 | ||||||||||||||||||||||
| July 29, 2024 | July 31, 2024 | August 28, 2024 | $0.200 | $5,795 | ||||||||||||||||||||||
| August 28, 2024 | August 31, 2024 | September 27, 2024 | $0.200 | $5,887 | ||||||||||||||||||||||
| September 27, 2024 | September 30, 2024 | October 28, 2024 | $0.200 | $5,985 | ||||||||||||||||||||||
| October 28, 2024 | October 31, 2024 | November 26, 2024 | $0.200 | $6,066 | ||||||||||||||||||||||
| November 26, 2024 | November 30, 2024 | December 27, 2024 | $0.200 | $6,167 | ||||||||||||||||||||||
| December 26, 2024 | December 31, 2024 | January 28, 2025 |
$0.22 (4)
|
$7,000 | ||||||||||||||||||||||
| Total | $2.570 | $64,566 | ||||||||||||||||||||||||
_______________
(1)Distributions are net of distribution and servicing fees.
(2)Comprised of $0.182 regular distribution and $0.020 supplemental distribution attributable to accrued net investment income.
(3)Comprised of $0.195 regular distribution and $0.020 supplemental distribution attributable to accrued net investment income.
(4)Comprised of $0.200 regular distribution and $0.020 supplemental distribution attributable to accrued net investment income.
See Note 10to the consolidated financial statements in Part II, Item 8of this Annual Report on Form 10-K for more information on the federal income tax characterization of distributions declared and paid.
Distribution Reinvestment Plan
The Fund has adopted a distribution reinvestment plan, pursuant to which it will reinvest all cash distributions declared by the Board on behalf of its shareholders who do not elect to receive their distributions in cash, except for shareholders in certain states. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional Common Shares, rather than receiving the cash dividend or other distribution. Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Tennessee, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional Common Shares. Distributions on fractional shares will be credited to each participating shareholder's account to three decimal places.
Share Repurchase Program
Beginning with the fiscal quarter ended September 30, 2023, the Fund commenced a share repurchase program in which it intends to repurchase in each quarter, at the discretion of the Board, up to 5% of its Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board, in its sole discretion, may amend or suspend the share repurchase program if it deems such action to be in the best interest of the Fund's shareholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect the Fund's operations or risk having an adverse impact on the Fund that would outweigh the benefit of the repurchase offer. Following any such suspension, the Board will consider on at least a quarterly basis whether the continued suspension of the share repurchase program is in the best interest of the Fund and shareholders and will reinstate the share repurchase program when and if appropriate and subject to its fiduciary duty to the Fund and shareholders. However, our Board is not required to authorize the recommencement of our share repurchase program within any specified period of time. The Fund intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act and the 1940 Act. All Common Shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued.
Under the share repurchase program, to the extent the Fund offers to repurchase Common Shares in any particular quarter, the Fund expects to repurchase Common Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that Common Shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders. The repurchase of the Adviser's shares, if any, will be on the same terms and subject to the same limitations as other shareholders under the share repurchase program.
Payment for repurchased Common Shares may require us to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates. Our Adviser intends to take measures, subject to policies as may be established by our Board, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of shares. Class I shares owned by TIAA will be subject to the following restrictions: TIAA may submit its Class I shares for repurchase beginning on March 31, 2027. Beginning March 31, 2027, the total amount of TIAA shares eligible for repurchase will be limited to no more than 1.67% of our aggregate NAV per calendar quarter; provided that, if in any quarter the total amount of aggregate repurchase requests of all classes of Common Shares does not exceed the share repurchase program limit of 5% of the aggregate NAV per calendar quarter, these redemption limits on the TIAA shares will not apply for that quarter, and TIAA will be entitled to submit its shares for repurchase up to the overall share repurchase program limits. Notwithstanding the foregoing, TIAA may sell a portion of its Class I shares to unaffiliated investors in reliance upon an exemption from registration under the Securities Act.
For the year ended December 31, 2025, approximately 1,562,228 Class I shares, 29,139 Class D shares, and 6,380 Class S shares were repurchased. For the year ended December 31, 2024, approximately 108,531 Class I shares and 12,686 Class D shares were repurchased.
The following tables present the share repurchases completed for the years ended December 31, 2025 and 2024 (dollars in thousands except share and per share amounts):
| Offer Date | Class |
Tender Offer Expiration
|
Repurchase Price per share |
Repurchased Amount (1)
|
Shares Repurchased (2)
|
|||||||||||||||||||||||||||
| February 28, 2025 | Class I | March 28, 2025 | $ | 24.64 | $ | 5,965 | 242,124 | |||||||||||||||||||||||||
| February 28, 2025 | Class D | March 28, 2025 | $ | 24.63 | $ | 135 | 5,467 | |||||||||||||||||||||||||
| May 30, 2025 | Class I | June 30, 2025 | $ | 24.54 | $ | 5,131 | 209,244 | |||||||||||||||||||||||||
| May 30, 2025 | Class D | June 30, 2025 | $ | 24.54 | $ | 113 | 4,634 | |||||||||||||||||||||||||
| May 30, 2025 | Class S | June 30, 2025 | $ | 24.47 | $ | 31 | 1,257 | |||||||||||||||||||||||||
|
August 29, 2025
|
Class I | September 29, 2025 | $ | 24.45 | $ | 13,245 | 541,514 | |||||||||||||||||||||||||
| August 29, 2025 | Class D | September 29, 2025 | $ | 24.45 | $ | 313 | 12,773 | |||||||||||||||||||||||||
| August 29, 2025 | Class S | September 29, 2025 | $ | 24.38 | $ | 123 | 5,123 | |||||||||||||||||||||||||
| November 28, 2025 | Class I | December 29, 2025 | $ | 24.32 | $ | 13,846 | 569,346 | |||||||||||||||||||||||||
| November 28, 2025 | Class D | December 29, 2025 | $ | 24.32 | $ | 152 | 6,265 | |||||||||||||||||||||||||
| Offer Date | Class | Tender Offer Expiration | Repurchase Price per share |
Repurchased Amount (1)
|
Shares Repurchased (2)
|
|||||||||||||||||||||||||||
| February 29, 2024 | Class I | March 29, 2024 | $ | 24.62 | $ | 273 | 11,327 | |||||||||||||||||||||||||
| May 30, 2024 | Class I | June 28, 2024 | $ | 24.69 | $ | 324 | 13,380 | |||||||||||||||||||||||||
| August 29, 2024 | Class I | September 27, 2024 | $ | 24.75 | $ | 383 | 15,531 | |||||||||||||||||||||||||
| November 27, 2024 | Class I | December 27, 2024 | $ | 24.80 | $ | 1,692 | 68,293 | |||||||||||||||||||||||||
| November 27, 2024 | Class D | December 27, 2024 | $ | 24.79 | $ | 314 | 12,686 | |||||||||||||||||||||||||
_______________
(1)Amounts shown net of Early Repurchase Deduction.
(2)All repurchase requests were satisfied in full.
Income Taxes
The Fund has elected to be regulated as a BDC under the 1940 Act. The Fund also intends to qualify annually to be treated as a RIC under the Code. So long as the Fund maintains its RIC tax treatment, it generally will not be subject to U.S federal income tax on any ordinary income or capital gains that it timely distributes to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Fund would represent obligations of the Fund's investors and would not be reflected in the financial statements of the Fund.
The Fund evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority. Tax positions not deemed to meet the "more-likely-than-not" threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
To qualify for and maintain qualification as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Fund must distribute to its shareholders, for each taxable year, at least the sum of (i) 90% of its "investment company taxable income" for that year (without regard to the deduction for dividends paid), which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses and (ii) 90% of its net tax-exempt income.
In addition, based on the excise tax distribution requirements, the Fund is subject to a 4% nondeductible U.S. federal excise tax on undistributed income unless the Fund distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Fund that is subject to corporate income tax is considered to have been distributed.
Secured Borrowings
See Note 6to the consolidated financial statements in Part II, Item 8of this Annual Report on Form 10-K for more information on our secured borrowings.
Bank of America Credit Facility
On April 19, 2022, a wholly owned subsidiary of the Fund entered into a credit agreement with the lenders from time to time parties 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 (as amended from time to time, the "Bank of America Credit Agreement" and the revolving credit facility thereunder, the "Bank of America Credit Facility"). On July 16, 2024, SPV II entered into the borrower joinder agreement to become party to the Bank of America Credit Agreement and pledged all of its assets to the collateral agent to secure its obligations under the Bank of America Credit Facility.
The most recent amendment on December 19, 2025, among other things (i) revises the Applicable Rate (as defined in the Bank of America 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 Bank of America Credit Agreement) of all Eligible Collateral Assets (as defined in the Bank of America Credit Agreement) that are Qualifying Syndicated Loans (as defined in the Bank of America 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 Bank of America 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) revises the Make-Whole Percentage (as defined in the Bank of America Credit Agreement) from 0.0% to 0.25% for the period from December 19, 2026 through December 19, 2027, and 0.0% thereafter. The maximum amount available under the Bank of America Credit Facility is $350,000.
Borrowings under the Bank of America Credit Facility bear interest based on either (x) an annual rate equal to SOFR determined for any day ("Daily SOFR") for the relevant interest period, plus an applicable spread, or (y) the highest of (i) the Federal Funds Rate plus an applicable spread, (ii) the Prime Rate in effect for any day and (iii) Daily SOFR plus an applicable spread. Interest is payable monthly in arrears. Advances under the Bank of America Credit Facility are secured by a pool of broadly-syndicated and middle-market loans subject to eligibility criteria and advance rates specified in the Bank of America Credit Agreement. Advances under the Bank of America Credit Facility may be prepaid and reborrowed at any time during the Availability Period (as defined therein), but any termination or reduction of the facility amount is subject to certain conditions. The Fund and SPV II have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.
As of December 31, 2025, the Bank of America Credit Facility bore interest at a rate of Daily SOFR plus 1.75% per annum. As of December 31, 2024, the Bank of America Credit Facility bore interest at a rate of Daily SOFR plus 1.93% per annum. Interest is payable monthly in arrears.
Scotiabank Credit Facility
On July 19, 2024, a wholly owned subsidiary of NCPCF, entered into a credit agreement (as amended from time to time, the "Scotiabank Credit Facility Agreement" and the credit facility thereunder, the "Scotiabank Credit Facility") with the lenders from time to time parties thereto, NCPCF, as servicer, the Bank of Nova Scotia, as administrative agent, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, and U.S. Bank National Association, as custodian. Effective December 11, 2024, as a result of the NCPCF Acquisition, the Fund became a party to the Scotiabank Credit Facility Agreement as successor in interest to NCPCF and assumed the Scotiabank Credit Facility. In connection with an amendment on May 22, 2025, SPV III and BSL SPV I were added as new borrowers (collectively, the "New Borrowers"). In addition, the amendment, among other things: (i) adjusted the total revolving commitment available to $150.0 million (subject to increases up to $450.0 million), subject to availability governed by a collateralization test; (ii) amended the applicable margin for the interest rate payable by each New Borrower, and (iii) extended the final maturity date from July 19, 2033 to May 22, 2034.
Borrowings under the Scotiabank Credit Facility are secured by all of the assets held by the New Borrowers and bear interest based on an annual rate equal to SOFR determined for any day ("Daily Simple SOFR") for the relevant interest period, plus the applicable margin. As of December 31, 2025, the Scotiabank Credit Facility bore interest at a rate of SOFR, reset daily, plus 2.08% per annum. Interest is payable quarterly. The Fund and the New Borrowers, as applicable, have made customary representations and warranties and are required to comply with customary covenants and other requirements for similar facilities. The Scotiabank Credit Facility Agreement includes usual and customary events of default for facilities of this nature. Borrowings under the Scotiabank Credit Facility will be used to acquire collateral loans during the reinvestment period, fund revolving collateral loans and/or delayed funding loans, pay certain fees and expenses and make permitted distributions.
SMBC Revolving Credit Facility
On April 8, 2025, the Fund entered into a Senior Secured Revolving Credit and Term Loan Agreement (the "SMBC Revolving Credit Facility Agreement" and the revolving credit facility thereunder, the "SMBC Revolving Credit Facility") by and among the Fund, as borrower, the lenders from time to time parties thereto, Sumitomo Mitsui Banking Corporation, as administrative agent, collateral agent, issuing bank, swingline lender, a lender and as lead arranger and sole bookrunner. The SMBC Revolving Credit Facility is guaranteed by certain subsidiaries of the Fund that may be formed or acquired by the Fund in the future (collectively, the "Guarantors").
The initial maximum principal amount available under the SMBC Revolving Credit Facility was $50.0 million, subject to availability under the borrowing base, which is based on the Fund's portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $300.0 million through the exercise by the Fund of an uncommitted accordion feature, through which existing and new lenders may, at their option, agree to provide additional financing. Effective May 22, 2025, in connection with the closing of the 2025 Securitization (discussed further below), the maximum principal amount increased to $100.0 million. The SMBC Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Fund and each Guarantor, subject to certain exceptions, and includes a $25.0 million limit for swingline loans.
The availability period under the SMBC Revolving Credit Facility will terminate on April 8, 2029 (the "Commitment Termination Date") and the SMBC Revolving Credit Facility will mature on April 8, 2030 (the "Final Maturity Date"). During the period from the Commitment Termination Date to the Final Maturity Date, the Fund will be obligated to make mandatory prepayments under the SMBC Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Fund may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the SMBC Revolving Credit Facility in U.S. dollars will bear interest at either Term SOFR plus a margin, or the Alternate Base Rate (which is the greater of (x) zero and (y) the highest of (a) the Prime Rate, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.50%, or (c) Term SOFR plus 1.00% per annum) plus a margin. The Fund may elect either the Term SOFR or Alternate Base Rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Fund's option, subject to certain conditions. Amounts drawn under the SMBC Revolving Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin. The Fund also will pay a fee of 0.375% per annum on the daily undrawn amounts under the SMBC Revolving Credit Facility. As of December 31, 2025, the SMBC Revolving Credit Facility bore interest at SOFR plus 2.125% per annum.
The SMBC Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Fund of additional indebtedness and on the Fund's ability to make distributions to its shareholders, or to redeem, repurchase or retire common shares of beneficial interest upon the occurrence of certain events and certain financial covenants related to asset coverage and minimum shareholders' equity, as well as customary events of default.
CLO-I
On July 16, 2024, the Fund completed a $398.7 million term debt securitization (the "2024 Debt Securitization").
The notes offered in the 2024 Debt Securitization (the "2024 Notes") were issued by CLO-I (formerly known as SPV I) (the "2024 Issuer"), a direct, wholly owned, consolidated subsidiary of the Fund, pursuant to an indenture and security agreement, dated as of July 16, 2024 (the "2024 Indenture"). The 2024 Notes consist of $197.0 million of AAA-rated Class A 2024 Notes, which bear interest at the three-month Term SOFR plus 1.70%; $48.0 million of AA-rated Class B 2024 Notes, which bear interest at the three-month Term SOFR plus 1.95%; $26.0 million of A-rated Class C 2024 Notes, which bear interest at the three-month Term SOFR plus 2.55%; and $92.7 million of Subordinated 2024 Notes, which do not bear interest. The Fund directly owns all of the Subordinated 2024 Notes, and as such, these notes are eliminated in consolidation.
As part of the 2024 Debt Securitization, CLO-I also entered into a loan agreement, dated July 16, 2024 (the "CLO-I Loan Agreement"), pursuant to which various financial institutions and other persons which are, or may become, parties to the CLO-I Loan Agreement as lenders committed to make $35.0 million of AAA Class A-L 2024 Loans to CLO-I (the "2024 Loans" and, together with the 2024 Notes, the "2024 Debt"). The 2024 Loans bear interest at the three-month Term SOFR plus 1.70% (the "2024 Class A-L Loans") and were fully drawn upon the closing of the transaction. Any lender may elect to convert all of the 2024 Class A-L Loans held by such lenders into Class A 2024 Notes upon written notice to CLO-I in accordance with the CLO-I Loan Agreement.
The 2024 Debt is backed by a diversified portfolio of senior secured and second lien loans. Each of the 2024 Indenture and the CLO-I Loan Agreement contain certain conditions pursuant to which loans can be acquired by the 2024 Issuer, in accordance with rating agency criteria or as otherwise agreed with certain institutional investors who purchased the 2024 Debt. Through July 20, 2028, all principal collections received on the underlying collateral may be used by the 2024 Issuer to purchase new collateral under the direction of the Fund, in its capacity as collateral manager of the 2024 Issuer, and in accordance with the Fund's investment strategy, allowing the Fund to maintain the initial leverage in the 2024 Debt Securitization. The 2024 Notes are due on July 20, 2036, and the 2024 Loans mature on July 20, 2036.
The Fund serves as collateral manager to the 2024 Issuer under a collateral management agreement and waives any management fee due to it in consideration for providing these services.
CLO-II
On May 22, 2025, the Fund completed a $449.7 million term debt securitization (the "2025 Debt Securitization").
The debt offered in the 2025 Debt Securitization (the "2025 Debt") was issued by CLO-II (formerly known as SPV IV) (the "2025 Issuer"), a direct, wholly owned, consolidated subsidiary of the Fund, pursuant to an indenture and security agreement (the "2025 Indenture") and Class A-2L and Class B-L loan agreements (collectively, the "CLO-II Loan Agreements"), each dated as of May 22, 2025. The 2025 Debt consists of (i) $290.0 million of AAA-rated Class A-1 Notes, which bear interest at the three-month Term SOFR plus 1.665%; $35.0 million of AA-rated Class B Notes, which bear interest at the three-month Term SOFR plus 2.100%; and $144.7 million of Subordinated Notes, which do not bear interest (collectively, the "2025 Notes"), and (ii) $20.0 million of AAA Class A-2L Loans, which bear interest at the three-month Term SOFR plus 1.850% and $10.0 million of AA Class B-L Loans, which bear interest at the three-month Term SOFR plus 2.100% (collectively, the "2025 Loans"). The 2025 Debt also consists of AAA-rated Class A-2 Notes, which were issued with a $0 principal balance. The Fund directly owns all of the Subordinated Notes and, as such, these notes are eliminated in consolidation.
The 2025 Debt is backed by a diversified portfolio of senior secured and second lien loans. The 2025 Indenture contains certain conditions pursuant to which loans can be acquired by the 2025 Issuer, in accordance with rating agency criteria and as otherwise agreed with certain institutional investors who purchased the 2025 Debt. Through May 15, 2029, all principal collections received on the underlying collateral may be used by the 2025 Issuer to purchase new collateral under the direction of the Fund, in its capacity as collateral manager of the 2025 Issuer and in accordance with the Fund's investment strategy, allowing the Fund to maintain the initial leverage in the 2025 Debt Securitization. The 2025 Notes are due on May 15, 2037 and the 2025 Loans mature on May 15, 2037.
The Fund serves as collateral manager to the 2025 Issuer under a collateral management agreement and waives any management fee due to it in consideration for providing these services.
Contractual Obligations
The following tables show the contractual maturities of the Fund's debt obligations as of December 31, 2025 and December 31, 2024 (dollar amounts in thousands):
| Payments Due by Period | |||||||||||||||||
|
As of December 31, 2025
|
Total | Less than 1 Year | 1 to 3 years | 3 to 5 years | More than 5 Years | ||||||||||||
| Bank of America Credit Facility | $ | 67,000 | $ | - | $ | - | $ | 67,000 | $ | - | |||||||
| Scotiabank Credit Facility | 46,000 | - | - | - | 46,000 | ||||||||||||
| SMBC Revolving Credit Facility | 21,500 | - | - | 21,500 | - | ||||||||||||
| CLO-I | 306,000 | - | - | - | 306,000 | ||||||||||||
| CLO-II | 355,000 | - | - | - | 355,000 | ||||||||||||
| Total debt obligations | $ | 795,500 | $ | - | $ | - | $ | 88,500 | $ | 707,000 | |||||||
| Payments Due by Period | |||||||||||||||||
|
As of December 31, 2024
|
Total | Less than 1 Year | 1 to 3 years | 3 to 5 years | More than 5 Years | ||||||||||||
| Bank of America Credit Facility | $ | 325,000 | $ | - | $ | - | $ | 325,000 | $ | - | |||||||
|
Scotiabank Credit Facility
|
278,500 | - | - | - | 278,500 | ||||||||||||
| CLO-I | 306,000 | - | - | - | 306,000 | ||||||||||||
| Total debt obligations | $ | 909,500 | $ | - | $ | - | $ | 325,000 | $ | 584,500 | |||||||
Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
•the Advisory Agreement;
•the CAM Sub-Advisory Agreement;
•the NAM Sub-Advisory Agreement;
•the Administration Agreement; and
•the Expense Support Agreement.
On August 5, 2025, the Fund and certain of its affiliates were granted an order for co-investment exemptive relief by the SEC based on an updated model of co-investment order that was recently granted by the SEC (the "Order"). The Order supersedes the prior exemptive order granted on June 7, 2019 and amended on October 14, 2022. The Order permits the Fund to participate in negotiated co-investment transactions with other funds managed by the Adviser and certain other affiliates pursuant to the conditions of the Order. The Order requires that a "required majority" (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings with respect to the following, among other things: (1) when the Fund co-invests with an affiliated entity (as defined in the exemptive application) in an issuer where an affiliated entity has an existing investment in the issuer under certain circumstances, and (2) if the Fund disposes of an asset acquired in a co-investment transaction unless the disposition is done on a pro rata basis or the disposition is of a tradable security. Pursuant to the Order, the Board will oversee the Fund's participation in the co-investment program. As required by the Order, the Fund has adopted, and the Board has approved, policies and procedures reasonably designed to ensure the Fund's compliance with the conditions of the Order, and the Adviser and the Fund's Chief Compliance Officer will provide reporting to the Board.
Expense Support Agreement
We have entered into the Expense Support Agreement with Churchill. The Expense Support Agreement provides that, at such times as it determines, Nuveen Alternative Holdings may pay (or cause one or more of its affiliates to pay) certain expenses of the Fund, including organization and offering expenses, provided that no portion of the payment will be used to pay any interest expense and/or shareholder servicing fees of the Fund (each, an "Expense Payment"). Such Expense Payment will be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from Nuveen Alternative Holdings to pay such expense and/or by an offset against amounts due from us to Nuveen Alternative Holdings.
Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to our shareholders based on distributions declared with respect to record dates occurring in such calendar month (such amount referred to as the "Excess Operating Funds"), we will pay such Excess Operating Funds, or a portion thereof (each, a "Reimbursement Payment"), to Nuveen Alternative Holdings that previously paid such expenses, until such time as all Expense Payments made by such entity within three years prior to the last business day of such calendar quarter have been reimbursed. "Available Operating Funds" means the sum of (i) net investment income (including net realized short-term capital gains reduced by net realized long-term capital losses), (ii) net capital gains (including the excess of net realized long-term capital gains over net realized short-term capital losses) and (iii) dividends and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). The amount of the Reimbursement Payment for any calendar month will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Nuveen Alternative Holdings to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to Nuveen Alternative Holdings.
The Expense Support Agreement provides additional restrictions on the amount of each Reimbursement Payment for any calendar quarter, and no Reimbursement Payment will be made for any month if: (1) the annualized rate (based on a 365-day year) of regular cash distributions per share of beneficial interest declared by our Board exclusive of returns of capital, distribution rate reductions due to any fees (including to a transfer agent) payable in connection with distributions, and any declared special dividends or distributions (the "Effective Rate of Distributions Per Share") declared by us at the time of such Reimbursement Payment, is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates or (2) our Operating Expense Ratio (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. The "Operating Expense Ratio" is calculated by dividing Operating Expenses (as defined below), less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by our net assets. "Operating Expenses" means all of our operating costs and expenses incurred, as determined in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Nuveen Alternative Holdings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, so that such Reimbursement Payment may be reimbursable in a future calendar quarter within three years of the date of the applicable Expense Payment.
The Fund's obligation to make a Reimbursement Payment will automatically become a liability of the Fund on the last business day of the applicable calendar month, except to the extent Nuveen Alternative Holdings has waived the right to receive such payment for the applicable month.
The following table presents a cumulative summary of the expense payments and reimbursement payments since the Fund's commencement of operations (dollar amounts in thousands):
| For the Quarter Ended | Expense Payments by Adviser | Reimbursement Payments to Adviser |
Expired Expense Support
|
Unreimbursed Expense Payments |
Effective Rate of Distribution per Share (1)
|
Reimbursement Eligibility Expiration |
Operating Expense Ratio(2)
|
|||||||||||||||||||||||||||||||||||||
| March 31, 2022 | $ | 983 | $ | - | $ | (983) | $ | - | - | % | March 31, 2025 | 0.08 | % | |||||||||||||||||||||||||||||||
| June 30, 2022 | 677 | - | (677) | - | 6.62 | % | June 30, 2025 | 0.19 | % | |||||||||||||||||||||||||||||||||||
| September 30, 2022 | 379 | - | (379) | - | 7.23 | % | September 30, 2025 | 0.21 | % | |||||||||||||||||||||||||||||||||||
| December 31, 2022 | 176 | - | (176) | - | 9.07 | % | December 31, 2025 | 0.14 | % | |||||||||||||||||||||||||||||||||||
| March 31, 2023 | 198 | - | - | 198 | 10.22 | % | March 31, 2026 | 0.22 | % | |||||||||||||||||||||||||||||||||||
| June 30, 2023 | 113 | - | - | 113 | 11.69 | % | June 30, 2026 | 0.22 | % | |||||||||||||||||||||||||||||||||||
| September 30, 2023 | 327 | - | - | 327 | 12.19 | % | September 30, 2026 | 0.27 | % | |||||||||||||||||||||||||||||||||||
| December 31, 2023 | 115 | - | - | 115 | 12.13 | % | December 31, 2026 | 0.13 | % | |||||||||||||||||||||||||||||||||||
| March 31, 2024 | 31 | - | - | 31 | 12.19 | % | March 31, 2027 | 0.12 | % | |||||||||||||||||||||||||||||||||||
| June 30, 2024 | 217 | - | - | 217 | 9.72 | % | June 30, 2027 | 0.15 | % | |||||||||||||||||||||||||||||||||||
| September 30, 2024 | 75 | - | - | 75 | 9.70 | % | September 30, 2027 | 0.15 | % | |||||||||||||||||||||||||||||||||||
| December 31, 2024 | 333 | - | - | 333 | 9.68 | % | December 31, 2027 | 0.21 | % | |||||||||||||||||||||||||||||||||||
| March 31, 2025 | - | - | - | - | 9.74 | % | March 31, 2028 | 0.17 | % | |||||||||||||||||||||||||||||||||||
| June 30, 2025 | 110 | - | - | 110 | 9.78 | % | June 30, 2028 | 0.15 | % | |||||||||||||||||||||||||||||||||||
| September 30, 2025 | 384 | - | - | 384 | 9.82 | % | September 30, 2028 | 0.15 | % | |||||||||||||||||||||||||||||||||||
| December 31, 2025 | 413 | - | - | 413 | 8.88 | % | December 31, 2028 | 0.23 | % | |||||||||||||||||||||||||||||||||||
| Total | $ | 4,531 | $ | - | $ | (2,215) | $ | 2,316 | ||||||||||||||||||||||||||||||||||||
__________
(1)The effective rate of distribution per share is expressed as a percentage equal to the projected annualized distribution amount as of the end of the applicable period (which is calculated by annualizing the regular monthly cash distributions per share as of such date without compounding) divided by the Fund's gross offering price per share as of each quarter ended.
(2)The operating expense ratio is calculated by dividing the quarterly operating expenses, less organizational and offering expenses, base management fee and incentive fees owed to Churchill, and interest expense, by the Fund's net assets as of each quarter end.
Off-Balance Sheet Arrangements
In the ordinary course of its business, the Fund enters into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of December 31, 2025 and December 31, 2024. We may in the future become obligated to fund commitments such as delayed draw commitments, revolvers, and equity investment commitments.
For more information on our off-balance sheet arrangements, commitments and contingencies see Note 7 to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies and estimates, including those relating to the valuation of our portfolio investments, are described below. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, and U.S. Federal Income Taxes, which are described below. The valuation of investments is our most significant critical accounting estimate. The critical accounting policies and estimates should be read in connection with our risk factors as disclosed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025.
Valuation of Portfolio Investments
Consistent with U.S. GAAP and the 1940 Act, we conduct a valuation of our assets, pursuant to which our net asset value is determined.
Our assets are valued on a quarterly basis, or more frequently if required under the 1940 Act. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the Fund's valuation designee (the "Valuation Designee") to determine the fair value of the Fund's investments that do not have readily available market quotations. Pursuant to the Fund's valuation policy approved by the Board, a valuation committee comprised of employees of the Adviser (the "Valuation Committee") is responsible for determining the fair value of the Fund's assets for which market quotations are not readily available, subject to the oversight of the Board.
Investments for which market quotations are readily available are typically valued at those market quotations. Market quotations are obtained from independent pricing services where available. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the quotes obtained. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.
With respect to investments for which market quotations are not readily available, we, or an independent third-party valuation firm engaged by the Valuation Designee, will take into account relevant factors in determining the fair value of our investments, including and in combination of: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company's ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. Investment performance data utilized are the most recently available financial statements and compliance certificates received from the portfolio companies as of the measurement date, which in many cases may reflect a lag in information. The independent third-party valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.
When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation.
We apply the practical expedient relating to investments in certain portfolio companies that calculate NAV per share (or its equivalent). U.S. GAAP permits an entity holding investments in certain portfolio companies that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share or its equivalent as a practical expedient are not categorized within the fair value hierarchy, as described below.
U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. We review pricing and methodologies in order to determine if observable market information is being used as opposed to unobservable inputs.
Our accounting policy on the fair value of our investments is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of these valuations, and any change in these valuations, on the consolidated financial statements.
For more information on the fair value hierarchy, our framework for determining fair value and the composition of our portfolio, see Note 4 to the consolidated financial statements in Part II, Item 8of this Annual Report on Form 10-K.
Revenue Recognition
Our revenue recognition policies are as follows:
Net realized gains (losses) on investments: Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method
Investment Income: Interest income, including amortization of premium and accretion of discount on loans, is recorded on an accrual basis. We accrue interest income based on the effective yield if we expect that, ultimately, we will be able to collect such income. We may have loans in our portfolio that contain payment-in-kind ("PIK") income provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity.
Dividend income on preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Distributions from the Fund's equity investments in other investment companies occur at irregular intervals and the exact timing of the distributions cannot be determined. The classification of distributions received, including return of capital, realized gains and dividend income, is based on information received from the portfolio company.
Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with our investment activities, as well as any fees for managerial assistance services rendered by us to our portfolio companies. Such fees are recognized as income when earned or the services are rendered.
Non-accrual: Generally, if a payment default occurs on a loan in the portfolio, or if management otherwise believes that the issuer of the loan will not be able to make contractual interest payments or principal payments, Churchill will place the loan on non-accrual status, and we will cease recognizing interest income on that loan until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible, even though we remain contractually entitled to this interest. We may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. Accrued interest is written off when it becomes probable that the interest will not be collected and the amount of uncollectible interest can be reasonably estimated.
U.S. Federal Income Taxes
We have elected to be regulated as a BDC under the 1940 Act. We have elected, and intend to qualify annually, to be treated as a RIC under the Code; however, no assurance can be given that the Fund will be able to qualify for and maintain RIC tax status. So long as we maintain our qualification as a RIC, we generally will not be subject to U.S. federal income or U.S. federal excise taxes on any ordinary income or capital gains that we timely distribute at least annually to our stockholders as dividends. As a result, any tax liability related to income earned and distributed by us represents obligations of our stockholders and will not be reflected in our consolidated financial statements.
We evaluate tax positions taken or expected to be taken in the course of preparing our financial statements to determine whether the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority. Tax positions not deemed to meet the "more-likely-than-not" threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations thereof. As of December 31, 2025, the Fund did not have any uncertain tax positions that met the recognition or measurement criteria nor did the Fund have any unrecognized tax benefits.
Our accounting policy on income taxes is critical because if we are unable to maintain our status as a RIC, we would be required to record a provision for U.S. federal income taxes, which may be significant to our financial results.
Contractual Obligations
We have entered into the Advisory Agreement with the Adviser to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services.
We have entered into the Financing Facilities, the 2024 Debt Securitization, and the 2025 Debt Securitization, and intend to establish additional credit facilities or enter into other financing arrangements in the future to facilitate investments and the timely payment of our expenses. It is anticipated that any such financing facilities will bear interest at floating rates at to-be-determined spreads, such as SOFR. We cannot assure shareholders that we will be able to enter into a financing facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations.
Recent Developments
Distributions
On January 29, 2026, the Fund declared regular distributions for each class of its Common Shares in the amounts per share set forth below, net of distribution and servicing fees, where applicable. The distributions for each class of Common Shares are payable on February 27, 2026 to shareholders of record as of January 31, 2026.
| Net Distribution | ||||||||
| Class I Common Shares | $0.170 | |||||||
| Class S Common Shares | $0.153 | |||||||
| Class D Common Shares | $0.165 | |||||||
On February 25, 2026, the Fund declared regular distributions for each class of its Common Shares in the amounts per share set forth below, net of distribution and servicing fees, where applicable. The distributions for each class of Common Shares are payable on or about March 27, 2026 to shareholders of record as of February 28, 2026.
| Net Distribution | ||||||||
| Class I Common Shares | $0.170 | |||||||
| Class S Common Shares | $0.153 | |||||||
| Class D Common Shares | $0.165 | |||||||
Subscriptions
Subsequent to the fiscal quarter ended December 31, 2025, the Fund received approximately $115.9 million in net proceeds, inclusive of distributions reinvested through the Fund's distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares, and Class D shares as of March 6, 2026. As of March 6, 2026, the Fund has raised total gross proceeds of $1.5 billion in the continuous offering of its Common Shares.
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