Nuveen Churchill Direct Lending Corp

(a)Item 1.01. Entry into a Material Definitive Agreement.

On February 24, 2025, Nuveen Churchill Direct Lending Corp. (the "Company") priced a refinancing of a term debt securitization (the “2025 Debt Securitization Refinancing”). Term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by Churchill NCDLC CLO-I, LLC (the “2025 Issuer”), a direct, wholly-owned, consolidated subsidiary of the Company.

The Company expects that the 2025 Issuer will, on or around March 20, 2025 (the “Refinancing Date”), enter into a supplemental indenture (the “Supplemental Indenture”) with U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”), and the Company, as collateral manager, retention holder and as holder of all of the Subordinated Notes (as described below), to amend the indenture (the “Indenture”), dated as of May 20, 2022 (the “Original Closing Date”), by and between the 2025 Issuer and the Trustee. In connection with closing of the 2025 Debt Securitization Refinancing, on the Refinancing Date, the 2025 Issuer expects to enter into (1) a note purchase agreement (the “Purchase Agreement”) with SG Americas Securities, LLC, as initial purchaser, pursuant to which the 2025 Issuer will agree to sell certain of the notes (the “2025 Notes”) to be issued pursuant to the Indenture as amended by the Supplemental Indenture and (2) an amended and restated Class A-L-R loan agreement (the “Loan Agreement”) with U.S. Bank Trust Company, National Association, as loan agent and as Trustee and each of the Class A-L-R lenders party thereto pursuant to which the 2025 Issuer will agree to incur certain of the loans (the “2025 Loans” and together with the 2025 Notes, the “2025 Debt”).

The 2025 Debt is expected to consist of $1,900,000 of AAA Class X Notes, which will bear interest at the three-month Term SOFR plus 1.05%; $233,250,000 of AAA Class A-R Notes, which will bear interest at the three-month Term SOFR plus 1.38%; $30,000,000 of AAA Class A-L-R Loans, which will bear interest at the three-month Term SOFR plus 1.38%; $56,250,000 of AA Class B-R Notes, which will bear interest at the three-month Term SOFR plus 1.70%; and $136,575,000 of Subordinated Notes (which includes $79,325,000 Subordinated Notes issued on the Original Closing Date), which do not bear interest. The Company will directly retain all of the Subordinated Notes. The 2025 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2030, all principal collections received on the underlying collateral may be used by the 2025 Issuer to purchase new collateral under the direction of the Company, in its capacity as collateral manager of the 2025 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2025 Debt Securitization. The Company expects that the 2025 Debt, including the Subordinated Notes issued on the Original Closing Date, whose maturity will be extended by the Supplemental Indenture, will mature on April 20, 2038.

The closing of the issuance and incurrence of the 2025 Debt is subject to customary closing conditions, including that the closing occur on or prior to the Refinancing Date and that certain of the 2025 Debt has been assigned agreed-upon ratings by S&P Global Ratings, an S&P Global Inc. business, or any respective successor or successors thereto.

The Company will continue to serve as collateral manager to the 2025 Issuer under a collateral management agreement to be amended and restated on the Refinancing Date and will continue to waive any management fee due to it in consideration for providing these services.

The descriptions of the Indenture as amended by the Supplemental Indenture, the Purchase Agreement, the Loan Agreement and the Collateral Management Agreement contained in this Annual Report on Form 10-K do not purport to be complete and are qualified in their entirety by reference to the underlying agreements, each of which will be filed as an exhibit to a Current Report on Form 8-K and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2025.

The 2025 Debt will be the secured obligations of the 2025 Issuer, and the definitive agreements governing the 2025 Debt are expected to include customary covenants and events of default. The 2025 Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration thereunder. The foregoing disclosure is not a solicitation for or an offer to purchase the 2025 Debt.

The information provided in Item 1.01 is incorporated by reference into this Item 2.03.

(b) During the fiscal quarter ended December 31, 2024, no director or officer of the Company has entered into any (i) contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.