Private Placement (Form 8-K)

As of October 23, 2026, pursuant to a capital drawdown notice delivered under a subscription agreement between Third Point Private Capital Income Fund (the "Fund") and Delticus Opportunities Fund LLC ("Delticus"), an affiliate of the Fund's investment adviser, Third Point Private Capital LLC, under which Delticus committed to purchase, through drawdowns, up to $15,000,000 in common shares of beneficial interest of the Fund (the "Common Subscription Agreement"), the Fund issued and sold Shares in an unregistered offering to Delticus. The final number of Shares sold was determined on November 3, 2026, at an initial offering price of $25.00 per Share, as set forth in the table below:

⁽¹⁾ No underwriting discounts or commissions were paid in connection with the sale of such Shares.

The offer and sale of the Shares were not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions from registration provided by Section 4(a)(2) thereof and Regulation D promulgated thereunder. The Fund relied, in part, on representations made by Delticus in the Common Subscription Agreement that Delticus was an "accredited investor" (as defined in Regulation D under the Securities Act).

The Fund and Delticus have also entered into a related subscription agreement pursuant to which Delticus has committed to purchase, through drawdowns, up to $225,000,000 of preferred shares of beneficial interest of the Fund (the "Seed Share Subscription Agreement", and together with the Common Subscription Agreement, the "Subscription Agreements").

The foregoing description of the Subscription Agreements is only a summary and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Seed Share Subscription Agreement, filed as Exhibits 10.5 and 10.6, respectively, to the Fund's Registration Statement on Form 10 and incorporated herein by reference.