Nuveen Churchill Direct Lending Corp

Our common stock is traded on the NYSE under the symbol “NCDL.” Our common stock has historically traded at prices above or below our net asset value ("NAV") per share since our common stock began trading on the NYSE on January 29, 2024. It is not possible to predict whether our common stock will trade at a price per share at, above or below NAV per share. On February 25, 2025, the last reported closing sales price of our common stock on the NYSE was$17.74 per share, which represented a discount of 2.42% to NAV per share reported by us as of December 31, 2024.

The following table sets forth, for each fiscal quarter since our common stock began trading on the NYSE on January 25, 2024, the range of high and low sales price of our common stock as reported on the NYSE and the sales price as a percentage of the NAV per share of our common stock.

(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each relevant quarter.

(2) Calculated as the respective high or low closing sales price less NAV, divided by NAV (in each case, as of the applicable quarter).

Holders

As of February 25, 2025, there were approximately 78 holders of record of our common stock.

Sales of Unregistered Securities

We did not sell any securities during the year ended December 31, 2024 that were not registered under the Securities Act of 1933, as amended.

On March 5, 2024, we entered into a share repurchase plan (the “Company 10b5-1 Plan”), pursuant to which we may purchase up to $99.3 million in the aggregate of our outstanding shares of common stock in the open market at prices below our NAV per share over a specified period. Any purchase of the shares pursuant to the Company 10b5-1 Plan will be conducted in accordance with the guidelines and conditions of Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company 10b5-1 Plan became effective on March 29, 2024 and commenced on April 1, 2024. The 10b5-1 Plan will terminate upon the earliest to occur of (i) 12-months from the effective date (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan equals $99.3 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan. The following table reflects the shares repurchased pursuant to the Company 10b5-1 Plan for each month during the quarter ended December 31, 2024 (dollar amounts in thousands, except per share data):

Fees and Expenses

The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The expenses shown in the table under “Annual expenses” are based on estimated amounts for our current fiscal year. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this Form 10-K contains a reference to fees or expenses paid by “us” or “the Company” or that “we” will pay fees or expenses, you will indirectly bear these fees or expenses as an investor in the Company.

(1)In the event that the securities are sold to or through underwriters, a related prospectus supplement will disclose the applicable sales load (underwriting discount or commission).

(2)A related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated amount of offering expenses borne by the Company as a percentage of the offering price.

(3)The expenses of the dividend reinvestment plan are included in “other expenses.” The plan administrator’s fees will be paid by us. There will be no brokerage charges or other charges to shareholders who participate in the dividend reinvestment plan. For additional information, see “Part II, Item 8 — Consolidated Financial Statements —Note 2. Significant Accounting Policies” in this Annual Report Form 10-K.

(4)The management fee is 0.75% of our average total assets, excluding cash and cash equivalents and including assets financed using leverage (“Average Total Assets”) for the first five quarters beginning with the calendar quarter in which the IPO was consummated (i.e., beginning with the calendar quarter ending March 31, 2024 through the calendar quarter ending March 31, 2025), and thereafter, the management fee will step up to 1.00% of Average Total Assets. For additional information, see “Part II, Item 8 — Consolidated Financial Statements —Note 5. Related Party Transactions” in this Annual Report Form 10-K. The management fee reflected in the table above is based on the terms of the Advisory Agreement, and is calculated by determining the ratio that the management fee of 1.00% bears to our net assets attributable to common stock (rather than our total assets). For avoidance of doubt, the above table reflects the management fee of 1.00% that will be effective as of March 31, 2025 and does not give effect for the reduced management fee of 0.75% in effect as of December 31, 2024. The management fee referenced in the table above is based on each quarter’s Average Total Assets during the year ended December 31, 2024. The estimate of our management fee referenced in the table assumes that our Average Total Assets are 2.03x our average net assets, calculated by utilizing (a) the average of the most recent four quarter total assets over (b) the average of the most recent four quarter net assets.

(5)Under the Advisory Agreement, the Adviser waived both the incentive fee on income and incentive fee on capital gains for the first five quarters beginning in which the IPO was consummated (i.e., beginning with the calendar quarter ending March 31, 2024 through the calendar quarter ending March 31, 2025) (the "Incentive Fee Waiver"). Following the expiration of the Incentive Fee Waiver, an incentive fee will be payable to the Adviser, consisting of two parts that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee will be based on income and a portion will be based on our capital gains. For additional information, see “Part II, Item 8 — Consolidated Financial Statements —Note 5. Related Party Transactions” in this Annual Report Form 10-K. The fee waiver is not considered in the above table, which is based on actual pre-incentive net investment income and capital gains incurred during the year ended December 31, 2024. The pre-incentive net investment income reflected in the above table assumes a management fee of 1.00% of Average Total Assets as described in footnote (4).

(6)As of December 31, 2024, we had in place one special purpose vehicle asset credit facility (the “Wells Fargo Financing Facility”), a revolving credit facility (the “Revolving Credit Facility”), and three term debt securitizations (the “2022 Debt Securitization,” the “2023 Debt Securitization,” and the “2024 Debt Securitization”). Interest payments on borrowed funds referenced in the table above (a) represent our estimated annual interest payments (inclusive of unused fees and financing costs) based on our actual interest expense (inclusive of unused fees and financing costs) under the Wells Fargo Financing Facility, the Revolving Credit Facility, the notes offered in the 2022 Debt Securitization, the notes offered in the 2023 Debt Securitization, and the notes offered in the 2024 Debt Securitization, and (b) give effect to the termination of the Wells Fargo Financing Facility and the issuance of the 6.650% Notes due March 15, 2030 subsequent to fiscal year ended December 31, 2024. The assumed weighted average interest rate on our total debt outstanding was 7.61% (inclusive of unused fees) for the year ended December 31, 2024. We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. We may issue additional debt securities or preferred stock, subject to our compliance with applicable requirements under the 1940 Act. See “Part II, Item 8 — Consolidated Financial Statements—Note 6. Secured Borrowings” and “Part II, Item 8 — Consolidated Financial Statements —Note 12. Subsequent Events” in this Annual Report Form 10-K.

(7)Other expenses referenced in the table above represent our estimated annual other expenses based on actual amounts incurred by us during the fiscal year ended December 31, 2024. Other expenses include, but are not limited to, overhead expenses, such as payments under the Administration Agreement for certain expenses incurred by the Administrator. See “Part II, Item 8 — Consolidated Financial Statements —Note 5. Related Party Transactions” in this Annual Report Form 10-K.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our borrowings and annual operating expenses would remain at the levels set forth in the table above.

The example should not be considered a representation of future expenses, and actual expenses may be greater or less than those shown.

While the example assumes, as required by the applicable rules of the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. The incentive fee under the Advisory Agreement, which, assuming a 5.0% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the above example. The above illustration assumes that we will not realize any capital gains (computed net of all realized capital losses and unrealized capital depreciation) in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses and returns to our investors would be higher. For example, if we assumed that we received our 5.0% annual return completely in the form of net realized capital gains on our investments, computed net of all cumulative unrealized depreciation on our investments, the projected dollar amount of total cumulative expenses set forth in the above illustration would be as follows:

The example assumes no sales load. In addition, while the examples assume reinvestment of all distributions at NAV, participants in our dividend reinvestment plan will receive a number of shares of our common stock determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the dividend payment date. The market price per share of our common stock may be at, above or below NAV. See “Item 8 — Consolidated Financial Statements—Note 2. Significant Account Policies” in this Annual Report Form 10-K.

Performance Graph

The following graph compares our cumulative total shareholder return since our common stock began trading on the NYSE on January 25, 2024 (based on the market price of our common stock and assuming reinvestment of all distributions, prior to any tax effect) with the Standard and Poor's ("S&P") BDC Index, S&P 500 Index, and S&P 500 Financials Index. The graph assumes initial investment of $100 on January 25, 2024 and reinvestment of distributions. The graph measures total shareholder return, which takes into account both changes in stock price and distributions. It assumes that distributions paid are invested in like securities.

The stock performance graph and other information furnished above shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act. The stock price performance included in the above graph is not necessarily indicative of future stock performance.