CCIF issues 17,500 Series E convertible preferred to redeem Series A

Rhea-AI Filing Summary

Carlyle Credit Income Fund entered a private placement to issue approximately 17,500 shares of its 7.25% Series E Convertible Preferred Shares due 2030 at $930 per share, generating ~$16.275 million in net proceeds before expenses. The Fund plans to use the proceeds to redeem its Series A Preferred Shares and for working capital.

The shares carry a $1,000 liquidation preference and pay quarterly dividends at 7.25% of liquidation preference ($72.50 per share annually), with payments every January 31, April 30, July 31 and October 31, starting January 31, 2026. The Fund may optionally redeem them on or after May 1, 2026, and must redeem them on October 30, 2030.

Holders may convert after six months into common shares at a price equal to the greater of market price or most recently reported NAV per share at exercise. Protections include asset coverage redemption triggers, a change‑of‑control repurchase right at 100% of liquidation preference plus accrued, and a 1.00% coupon step‑up if ratings fall below investment grade. The shares are not listed and transfers require the Fund’s consent.

Insights

Credit & BDC Analyst

Small private preferred raise to refinance costlier layer; neutral.

CCIF sold 17,500 Series E convertible preferred at $930 per share for net proceeds of about $16.275 million. The securities pay 7.25% on a $1,000 liquidation preference with dividends quarterly starting January 31, 2026. Proceeds are earmarked to redeem Series A Preferred and for working capital.

The terms include optional redemption from May 1, 2026 and mandatory redemption on October 30, 2030, asset coverage cure redemptions, and a change‑of‑control cash repurchase at par plus accrued. Conversion uses the greater of market price or most recently reported NAV, limiting dilution close to intrinsic value at exercise.

Key dependencies are market price/NAV at conversion, ratings (a downgrade adds 1.00% to the coupon), and compliance with the 200% asset coverage test. Actual impact hinges on future conversions and redemption choices; cash‑flow benefits reflect refinancing of the Series A layer.

8-K Event Classification

5 items: 1.01, 3.02, 5.03, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did CCIF announce in this 8-K?

The Fund issued about 17,500 7.25% Series E Convertible Preferred Shares due 2030 at $930 per share in a private placement, raising ~$16.275 million net before expenses.

How will Carlyle Credit Income Fund use the proceeds?

The Fund intends to redeem its Series A Preferred Shares and use any remaining proceeds for working capital.

What are the dividend terms on the Series E Convertible Preferred?

They pay a 7.25% annual dividend on the $1,000 liquidation preference ($72.50 per share), payable quarterly starting January 31, 2026.

When can the Series E be redeemed by the Fund?

At the Fund’s option on or after May 1, 2026, and they must be redeemed on October 30, 2030.

How does conversion into common shares work?

After six months, holders can convert based on the greater of the common share market price or the most recently reported NAV per share at exercise.

Are the Series E Convertible Preferred Shares listed?

No. They will not be listed on any exchange and transfers require the Fund’s consent.

Are there rating or coverage protections?

Yes. A downgrade below investment grade increases the dividend rate by 1.00%, and asset coverage shortfalls trigger mandatory redemptions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 10/31/2025 - 04:06 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2025

CARLYLE CREDIT INCOME FUND

(Exact name of Registrant as specified in its charter)

Delaware		811-22554		45-2904236
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Vanderbilt Avenue, Suite 3400

New York, NY 10017

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 813-4900

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		CCIF		New York Stock Exchange
Preferred Shares		CCIA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Convertible Preferred Shares

On October 30, 2025, Carlyle Credit Income Fund (NYSE: CCIF) (the “Fund”) entered into a purchase agreement (the “Convertible Preferred Shares Purchase Agreement”), by and among the Fund, each purchaser named therein (the “Purchasers”), and the investment adviser named therein (the “Adviser”), in connection with the issuance and sale of approximately 17,500 shares of the Fund’s 7.25% Series E Convertible Preferred Shares due 2030, liquidation preference of $1,000.00 (the “Convertible Preferred Shares”), at a price equal to $930.00 per Convertible Preferred Share, in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Convertible Preferred Placement”). The Fund received net proceeds (before expenses) from the sale of the Convertible Preferred Shares of approximately $16.275 million. The Fund intends to use the net proceeds from the sale to fund the redemption of its Series A Preferred Shares (as defined below) and any remaining proceeds for general working capital purposes.

The Convertible Preferred Shares have a liquidation preference of $1,000.00 per share. In the event of any liquidation, dissolution or winding up of the Fund’s affairs, holders of Convertible Preferred Shares will be entitled to receive a liquidating distribution per share equal to the liquidation preference, plus an amount equal to all unpaid dividends and distributions on such share accumulated to (but excluding) the date fixed for distribution or payment, whether or not earned or declared by the Fund, but excluding interest on any such distribution or payment.

The Convertible Preferred Shares pay a quarterly dividend at a fixed annual rate of 7.25% of the liquidation preference, or $72.50 per share, per year. The dividend rate is subject to adjustment under certain circumstances.

Cumulative cash dividends or distributions on each Convertible Preferred Share are payable quarterly, when, as and if declared, or under authority granted, by the Board of Trustees of the Fund out of funds legally available for such payment. The Fund will pay dividends on the Convertible Preferred Shares every January 31, April 30, July 31 and October 31, commencing January 31, 2026.

The Convertible Preferred Shares are senior securities that constitute shares of beneficial interest of the Fund. The Convertible Preferred Shares rank senior to the Fund’s common shares of beneficial interest, no par value (the “Common Shares”), in priority of payment of dividends and as to the distribution of assets upon dissolution, liquidation or winding up of the Fund’s affairs; equal in priority with the Fund’s Series A Preferred Shares due 2028 (the “Series A Preferred Shares”), equal in priority with the Fund’s Series B Convertible Preferred Shares due 2029 (the “Series B Preferred Shares”), equal in priority with the Fund’s Series C Convertible Preferred Shares (the “Series C Preferred Shares”) and equal in priority with the Fund’s Series D Preferred Shares (the “Series D Preferred Shares” and together with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares and the Convertible Preferred Shares, the “Preferred Shares”) and all other future series of preferred shares the Fund may issue as to priority of payment of dividends and as to distributions of assets upon dissolution, liquidation or the winding-up of the Fund’s affairs; and subordinate in right of payment to amounts owed under the Credit Agreement, and to the holder of any future senior Indebtedness.

The Fund is required to redeem, out of funds legally available therefor, all outstanding Convertible Preferred Shares on October 30, 2030, or the “Term Redemption Date,” at a price equal to the liquidation preference plus an amount equal to accumulated but unpaid dividends and distributions, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Term Redemption Date.

If the Fund fails to maintain asset coverage of at least 200% as of the close of business on the last Business Day of a calendar quarter, and such failure is not cured by the close of business on the date that is thirty (30) calendar days following the date of filing of the Fund’s Annual Report or Semi-Annual Report on Form N-CSR with respect to the Fund’s fourth and second fiscal quarters, respectively, and the applicable monthly report on Form N-PORT filed by the Fund with the Securities and Exchange Commission (the “SEC”) with respect to the fiscal period ending as of the last day of such calendar quarter with respect to the Fund’s first and third fiscal quarters (such date the “Asset Coverage Cure Date”), then the Fund is required to redeem, within ninety (90) calendar days of the Asset Coverage Cure Date, such number of Preferred Shares equal to the lesser of (1) the minimum number of Preferred

Shares, the redemption of which, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage Cure Date that will result in the Fund having an asset coverage ratio of at least 200% and (2) the maximum number of Preferred Shares that can be redeemed out of funds legally available for such redemption. In addition to Preferred Shares required to be redeemed, at the Fund’s sole discretion, the Fund may redeem such number of Preferred Shares (including Preferred Shares required to be redeemed) that will result in the Fund having an asset coverage ratio of up to and including 285%. The Preferred Shares to be redeemed may include, at the Fund’s sole option, any number or proportion of the Convertible Preferred Shares and other series of Preferred Shares. If the Convertible Preferred Shares are to be redeemed in such an event, they will be redeemed at a redemption price equal to the liquidation preference per share plus accumulated but unpaid dividends, if any, on such liquidation preference (whether or not declared, but excluding interest on accrued but unpaid dividends, if any) to, but excluding, the date fixed for such redemption.

At any time on or after May 1, 2026, at the Fund’s sole option, the Fund may redeem, from time to time, the Convertible Preferred Shares in whole or in part, out of funds legally available for such redemption, at a price per share equal to the sum of the liquidation preference plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such redemption.

Each holder of a Convertible Preferred Share shall have the right, at such holder’s option, to convert any such Convertible Preferred Share, at any time on or after the date six months after the issuance date of the Convertible Preferred Share (the “Convertibility Date”) and prior to the close of business on the business day immediately preceding the Term Redemption Date, into such number of Common Shares equal to the liquidation preference of the Convertible Preferred Share plus an amount equal to all unpaid dividends and distributions on such Share accumulated to (but excluding) the date of exercise, divided by the Conversion Price. The “Conversion Price” is the greater of (i) the market price per Common Share, defined as the average official closing price for the five (5) trading days immediately prior to the date of exercise, or (ii) the Fund’s most recently reported net asset value per Common Share immediately prior to the date of exercise. If the Fund fails to fulfill its obligations to deliver Common Shares upon conversion of any Convertible Preferred Shares, the quarterly dividend rate payable on the Convertible Preferred Shares surrendered for conversion on such exercise date will increase to a rate per annum that is 2.00% above the then-current dividend rate until the date on which the Fund fulfills its delivery obligations.

No holder of Convertible Preferred Shares may exercise its conversion right if upon conversion the holder would receive Common Shares that would cause funds and accounts (collectively, the “Accounts”) managed by the investment adviser to such funds and account and any person controlled by the parent company of such investment adviser (collectively, the “Institutional Adviser”) to beneficially own in the aggregate more than 4.9% of the Common Shares.

If a change of control occurs prior to maturity, each holder of a Convertible Preferred Shares shall have the right, at their option, to require the Fund to repurchase, for cash, some or all of the Convertible Preferred Shares at a repurchase price equal to 100% of the liquidation preference of the Convertible Preferred Shares being repurchased, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date.

The Fund is required to redeem the Convertible Preferred Shares at the liquidation preference, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date, if the Common Shares are no longer publicly traded on the NYSE, the Nasdaq Capital Market, the Nasdaq Global Select Market or the Nasdaq Global Market for a period of twenty (20) consecutive trading days.

In the case of a consolidation, merger or sale of all or substantially all of the Fund’s assets to another closed-end fund or business development company, the Fund must redeem the Convertible Preferred Shares at $1,000.00, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date unless (i) the successor entity’s common shares are publicly-traded on the NYSE, the Nasdaq Capital Market, the Nasdaq Global Select Market or the Nasdaq Global Market and have average daily trading volume over the 90 days immediately preceding approval of the transaction by the Board of Trustees of the Fund that is equal to or greater than the average daily trading volume of the Common Shares over such period; and (ii) if the Fund is not the successor entity, the successor entity agrees to be legally responsible for the Fund’s obligations under the Convertible Preferred Shares; and (iii) immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing.

If the Convertible Preferred Shares are downgraded below investment grade or the investment grade rating is not maintained, the dividend rate on all Convertible Preferred Shares shall increase by 1.00%.

The Convertible Preferred Shares will not be listed on any exchange and may not be transferred without the consent of the Fund.

The foregoing description of the Convertible Preferred Shares does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Supplement (as defined below), filed herewith as Exhibit 3.1 and incorporated by reference herein, and the Convertible Preferred Shares Purchase Agreement, filed herewith as Exhibit 10.1 and incorporated by reference herein.

Convertible Preferred Share Voting Arrangements

Pursuant to the Convertible Preferred Shares Purchase Agreement, the Purchasers and the Institutional Adviser have each granted the Fund an irrevocable proxy to vote at any annual or special meeting of shareholders of the Fund all Convertible Preferred Shares held by the Purchasers, the Institutional Adviser and any person controlled by any parent company of the Institutional Adviser or any other investment vehicles or accounts sponsored or managed by the Institutional Adviser or any person controlled by any parent company of the Institutional Adviser, or which the Institutional Adviser or any person controlled by any parent company of the Institutional Adviser otherwise has or shares the power to vote, or to direct the voting of, as of the record date for the applicable annual or special meeting of shareholders of the Fund, in the same proportion as the vote of all other holders of Preferred Shares of the Fund. The foregoing is qualified in its entirety by reference to the full text of the Convertible Preferred Shares Purchase Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities

The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 30, 2025, the Fund adopted the Fifth Supplement to the Amended and Restated Declaration of Trust (the “Fifth Supplement”), establishing and fixing the rights and preferences of the Convertible Preferred Shares. The Fifth Supplement authorizes 17,500 Convertible Preferred Shares, liquidation preference $1,000.00 per share. A copy of the Fifth Supplement is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On October 31, 2025, the Fund issued a press release, furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific refence in such filing.

3

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1		Fifth Supplement to the Amended and Restated Declaration of Trust of Carlyle Credit Income Fund Relating to 7.25% Series E Convertible Preferred Shares Due 2030
10.1		Convertible Preferred Shares Purchase Agreement, dated October 30, 2025, by and among the Fund, the Purchasers, and the Adviser
99.1		Press Release, dated October 31, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 31, 2025

CARLYLE CREDIT INCOME FUND
By:		/s/ Nelson Joseph
Name:		Nelson Joseph
Title:		Principal Financial Officer