Nuveen Churchill Direct Lending Corp

Issuance of the March 2030 Notes

On January 22, 2025, we issued $300 million in aggregate principal amount of our 6.650% Notes due 2030 (the “March 2030 Notes”). The March 2030 Notes bear interest at a rate of 6.650% per year payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2025. The March 2030 Notes will mature on March 15, 2030, and may be redeemed in whole or in part at our option at any time prior to February 15, 2030, at par plus a “make-whole” premium plus accrued interest, and thereafter at par. The March 2030 Notes are the direct unsecured obligations of the Company and rank pari passu with all existing and future unsubordinated unsecured indebtedness issued by the Company, senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the March 2030 Notes, effectively subordinated to all of the existing and future secured indebtedness issued by the Company (including indebtedness that is initially unsecured in respect of which the

Company subsequently grants security), to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.

The indenture governing the March 2030 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC; and to provide financial information to the holders of the March 2030 Notes and the trustee if we is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the indenture.

On January 22, 2025, in connection with the issuance of the March 2030 Notes, we entered into an interest rate swap agreement for a total notional amount of $300 million that matures on March 15, 2030. Under the interest rate swap agreement for the March 2030 Notes, we receive a fixed interest rate of 6.65% and pay a floating interest rate of three-month SOFR + 2.3015%.

Termination of the Wells Fargo Financing Facility

On January 23, 2025, we terminated in full the Wells Fargo Financing Facility Agreement. In connection with the termination of the Wells Fargo Financing Facility Agreement, we also terminated the security interest over the collateral granted to Wells Fargo and the lenders pursuant to the Wells Fargo Financing Facility Agreement. The Wells Fargo Financing Facility Agreement was terminated concurrent with the satisfaction of all obligations and liabilities of the Company to the lenders thereunder, including, without limitation, payments of principal and interest, other fees, breakage costs and other amounts owing to the lenders.

Director Resignation

On February 10, 2025, Michael Perry notified the Board that he was resigning as a director of the Board, effective immediately. In submitting his resignation, Mr. Perry did not express any disagreement on any matter relating to the Company's operations, policies or practices. In connection with Mr. Perry's resignation, the Board reduced the size of the Board from seven (7) directors to six (6) directors.

Dividend Declaration

On February 19, 2025, the Board declared a regular dividend of $0.45 per share payable on or around April 28, 2025 to shareholders of record as of March 31, 2025.

Company 10b5-1 Plan

For the period from January 1, 2025 through February 25, 2025, BofA Securities, Inc., as agent, repurchased an additional 1,419,967 shares of our common stock pursuant to the Company 10b5-1 Plan for approximately $24 million.

2025 Debt Securitization Refinancing

On February 24, 2025, we 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.

We expect 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 $1.9 million of AAA Class X Notes, which will bear interest at the three-month Term SOFR plus 1.05%; $233.25 million of AAA Class A-R Notes, which will bear interest at the three-month Term SOFR plus 1.38%; $30 million of AAA Class A-L-R Loans, which will bear interest at the three-month Term SOFR plus 1.38%; $56.25 million of AA Class B-R Notes, which will bear interest at the three-month Term SOFR plus 1.70%; and $136.575 million of Subordinated Notes (which includes $79.325 million Subordinated Notes issued on the Original Closing Date), which do not bear interest. We 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 our direction, in its capacity as collateral manager of the 2025 Issuer and in accordance with our investment strategy, allowing us to maintain the initial leverage in the 2025 Debt Securitization. We expect 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.

We 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 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 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.