Nuveen Churchill Direct Lending Corp.

Previous wording

Our portfolio and investment activity for the three and six months ended June 30, 2025 and 2024 is presented below (dollar amounts in thousands):

Current wording

Our portfolio and investment activity for the three and nine months ended September 30, 2025 and 2024 is presented below (dollar amounts in thousands):

Previous wording

•Weighted average reported annual EBITDA of $73.1 million.1

Current wording

•Weighted average reported annual EBITDA of $75.51 million.1

Previous wording

•Weighted average of 2.27x interest coverage ratio for our first-lien loans 2

Current wording

•Weighted average of 2.34x interest coverage ratio for our first-lien loans 2

Previous wording

•Weighted average of 4.93x net leverage.3

Current wording

•Weighted average of 5.00x net leverage.3

Previous wording

2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have maintenance financial covenants and first lien loans that the Adviser has assigned a risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 79.12% of our total investments, and 87.93% of our total first lien loan investments, in each case based upon fair value.

Current wording

2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have maintenance financial covenants and first lien loans that the Adviser has assigned a risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 78.18% of our total investments, and 87.02% of our total first lien loan investments, in each case based upon fair value.

Previous wording

1 As of June 30, 2025, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $71,780, mezzanine debt of $85,812 and structured debt of $2,414 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $75,606, mezzanine debt of $95,044 and structured debt of $4,467 at amortized cost.

Current wording

1 As of September 30, 2025, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $72,488, mezzanine debt of $83,950 and structured debt of $2,489 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $76,695, mezzanine debt of $94,207 and structured debt of $4,525 at cost.

Previous wording

As of December 31, 2024, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $67,780, mezzanine debt of $89,740 and structured debt of $1,618 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $71,622, mezzanine debt of $94,978 and structured debt of $4,357 at amortized cost.

Current wording

As of December 31, 2024, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $67,780, mezzanine debt of $89,740 and structured debt of $1,618 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $71,622, mezzanine debt of $94,978 and structured debt of $4,357 at cost.

Previous wording

1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of June 30, 2025 was 10.04%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2024, was 10.30%.

Current wording

1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of September 30, 2025 was 9.82%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2024, was 10.30%.

Previous wording

2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of June 30, 2025 was 10.18%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2024, was 10.40%.

Current wording

2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of September 30, 2025 was 9.97%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2024, was 10.40%.

Previous wording

As of June 30, 2025, 99.96% and 99.96% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2024, 99.10% and 99.09% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.

Current wording

As of September 30, 2025, 99.95% and 99.95% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2024, 99.10% and 99.09% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.

Previous wording

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 10.33% to 10.08% from December 31, 2024 to June 30, 2025. The decrease in weighted average yields was primarily due to lower base interest rates.

Current wording

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 10.33% to 9.92% from December 31, 2024 to September 30, 2025. The decrease in weighted average yields was primarily due to overall tightening of spreads in newly originated investments and lower base interest rates.

Previous wording

Changes to trade policies, including the imposition of new tariffs by the current administration, could disrupt supply chains and may negatively impact the financial condition of certain of our portfolio companies as well as the macro-economic environment. In light of these changes, we are closely monitoring the impacts to our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, strong levels of free cash flow generation, and multiple channels to source products or materials. There can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.

Current wording

Despite this market recovery, certain macro-economic risks and uncertainties remain. Changes to trade policies, including the imposition of new tariffs by the current administration, could disrupt supply chains and may negatively impact the financial condition of certain of our portfolio companies as well as the macro-economic environment. In light of these changes, we are closely monitoring the impacts to our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, strong levels of free cash flow generation, and multiple channels to source products or materials. There can be no assurance that economic conditions will not adversely impact certain of our portfolio companies, which could impact our future results.

Previous wording

As of June 30, 2025 and December 31, 2024, the weighted average Internal Risk Rating of our investment portfolio was 4.15 and 4.13, respectively. As of June 30, 2025, there were investments in one portfolio company on non-accrual with an aggregate amortized cost of $7,275, which represented approximately 0.36% of total investments at amortized cost. As of December 31, 2024, there were investments in one portfolio company on non-accrual with an aggregate amortized cost of $7,257, which represented approximately 0.35% of total investments at amortized cost.

Current wording

As of September 30, 2025 and December 31, 2024, the weighted average Internal Risk Rating of our investment portfolio was 4.2 and 4.1, respectively. As of September 30, 2025, there were investments in three portfolio companies on non-accrual with an aggregate cost of $18.6 million, which represented approximately 0.93% of total investments at cost. As of December 31, 2024, there were investments in one portfolio company on non-accrual with an aggregate cost of $7.3 million, which represented approximately 0.35% of total investments at cost.

Previous wording

Operating results for the three and six months ended June 30, 2025 and 2024 were as follows (dollars amounts in thousands):

Current wording

Operating results for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars amounts in thousands):

Previous wording

Investment income for the three and six months ended June 30, 2025 was $53.1 million and $106.7 million, respectively, compared to $55.1 million and $106.7 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025 and June 30, 2024, the size of our portfolio was $2.0 billion and $2.0 billion, at cost, respectively. Average par value of funded debt investments for the three and six months ended June 30, 2025 was $2.0 billion and $2.1 billion, respectively, compared to $1.9 billion and $1.8 billion for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, the weighted average yield of our debt and income producing investments decreased to 10.08% from 11.32% as of June 30, 2024, at cost, primarily due to overall tightening of spreads in new investments and the decline in base interest rates. Shifting base interest rates, such as SOFR and any applicable alternate rates, may also affect our investment income.

Current wording

Investment income for the three and nine months ended September 30, 2025 was $51.1 million and $157.8 million, respectively, compared to $60.3 million and $167.0 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025 and September 30, 2024, the size of our portfolio was $2.0 billion and $2.1 billion, at cost, respectively. As of September 30, 2025, the weighted average yield of our debt and income producing investments decreased to 9.92% from 10.86% as of September 30, 2024, at cost, primarily due to overall tightening of spreads in newly originated investments and the decline in base interest rates. Shifts in base interest rates, such as SOFR and other applicable benchmark rates, may affect our investment income.

Previous wording

Wells Fargo Financing Facility and the CLO-I Refinancing (each as defined below) during the first quarter of 2025. Average daily borrowings increased during the period primarily due to the issuance of the 2030 Notes (defined below) on January 22, 2025 and the increase in borrowings on the Revolving Credit Facility (defined below) on October 4, 2024 and April 9, 2024. Additionally, for the six months ended June 30, 2025, we recorded $1.36 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs relating to the termination of our Wells Fargo Financing Facility and the CLO-I Refinancing. The average daily borrowings for the three and six months ended June 30, 2025 were $1.2 billion and $1.2 billion, respectively, compared to $939.0 million and $879.5 million for the three and six months ended June 30, 2024, respectively. The average annual interest rate for the three and six months ended June 30, 2025 was 6.62% and 6.59%, respectively, compared to 7.73% and 7.71% for the three and six months ended June 30, 2024, respectively.

Current wording

Interest and debt financing expenses decreased for the three months ended September 30, 2025 compared to the the three months ended September 30, 2024, primarily due to lower average daily borrowings and a lower average annual interest rate. Interest and debt financing expenses increased for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to higher average daily borrowings and one-time costs associated with debt facility refinancings completed during the first quarter of 2025, as further described below in Borrowings. Average daily borrowings increased during the nine months ended September 30, 2025 primarily due to the issuance of the 2030 Notes and the increase in borrowings on the Revolving Credit Facility (each defined below). For the nine months ended September 30, 2025, we recorded $1.4 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs from these refinancing transactions. The average daily borrowings for the three and nine months ended September 30, 2025 were $1.1 billion and $1.1 billion, respectively, compared to $1.2 billion and $974.7 million for the three and nine months ended September 30, 2024, respectively. The average annual interest rate for the three and nine months ended September 30, 2025 was 6.64% and 6.61%, respectively, compared to 7.74% and 7.70% for the three and nine months ended September 30, 2024, respectively.

Previous wording

In accordance with the terms of the Advisory Agreement, effective March 31, 2025, the management fee base rate increased from 0.75% to 1.00%. Our increase in management fees for the three and six months ended June 30, 2025 from the comparable periods in 2024 was primarily attributable to the increase in the management fee base rate.

Current wording

In accordance with the terms of the Advisory Agreement, effective March 31, 2025, the management fee base rate increased from 0.75% to 1.00%. The increase in management fees for the three and nine months ended September 30, 2025 from the comparable periods in 2024 was primarily attributable to the increase in the management fee base rate.

Previous wording

Additionally, effective March 31, 2025, our Adviser's waiver of incentive fees on income and on capital gains expired pursuant to the terms of the Advisory Agreement. For the three and six months ended June 30, 2025, our income based incentive fees were $2.8 million and $5.1 million, respectively, of which $2.3 million was waived in the first quarter of 2025 in accordance with the terms of the Advisory Agreement. For the three and six months ended June 30, 2024, income based incentive fees of $3.1 million and $7.5 million, respectively, were waived in accordance with the terms of the Advisory Agreement.

Current wording

In addition, in accordance with the terms of the Advisory Agreement, the Adviser's waiver of incentive fees on income and on capital gains expired effective March 31, 2025. For the three months ended September 30, 2025, income-based incentive fees totaled $3.3 million. For the nine months ended September 30, 2025, income-based incentive fees totaled $8.4 million, of which $2.3 million was waived during the first quarter of 2025 when the fee waiver was in effect. For the three and nine months ended September 30, 2024, income-based incentive fees of $5.5 million and $13.0 million, respectively, were waived in full in accordance with the terms of the Advisory Agreement. As of September 30, 2025, income-based incentive fees payable to the Adviser totaled $3.3 million. No capital gains incentive fees were incurred during the three and nine months ended September 30, 2025 or 2024.

Previous wording

Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the three and six months ended June 30, 2025 were $2.0 million and $3.4 million, respectively, compared to $1.6 million and $3.2 million for the three and six months ended June 30, 2024, respectively.

Current wording

Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the three and nine months ended September 30, 2025 were $1.9 million and $5.4 million, respectively, compared to $1.6 million and $4.8 million for the three and nine months ended September 30, 2024, respectively.

Previous wording

For the three months ended June 30, 2025, we had a net realized loss on investments of $(10.7) million compared to a net realized gain of $1.0 million for the three months ended June 30, 2024. The net realized loss for the three months ended June 30, 2025 was primarily driven by the restructuring of an underperforming debt position. For the six months ended June 30, 2025, we had a net realized loss on investments of $(9.6) million, compared to a net realized loss of $(2.6) million for the six months ended June 30, 2024, respectively. The net realized loss for the six months ended June 30, 2025 was primarily driven by the restructuring of an underperforming debt position offset by realized gains from full or partial repayments and sales of investments in portfolio companies.

Current wording

For the three months ended September 30, 2025, we had a net realized gain on investments of $1.5 million compared to a net realized gain of $1.1 million for the three months ended September 30, 2024. The net realized gain for the three months ended September 30, 2025 was primarily driven by a realization of an equity investment during the period. For the nine months ended September 30, 2025, we had a net realized loss on investments of $(8.1) million, compared to a net realized loss of $(1.5) million for the nine months ended September 30, 2024, respectively. The net realized loss for the nine months ended September 30, 2025 was primarily driven by the restructuring of an underperforming debt position offset by realized gains from full or partial repayments and sales of investments in portfolio companies.

Previous wording

We recorded a net change in unrealized gain of $3.8 million for the three months ended June 30, 2025, which resulted primarily from a reversal of an unrealized loss on an underperforming debt position that was restructured during the period offset by a decrease in fair value of certain underperforming portfolio investments. We recorded net change in unrealized loss of $(9.8) million for the six months ended June 30, 2025, which resulted from the reversal of an unrealized loss on an underperforming debt position that was restructured during the period offset by the underperformance of certain portfolio companies as market spreads remained relatively stable throughout the period.

Current wording

We recorded a net change in unrealized loss of $(4.2) million for the three months ended September 30, 2025, which resulted primarily from decreases in fair value of certain underperforming portfolio investments. We recorded a net change in unrealized loss of $(14.0) million for the nine months ended September 30, 2025, which resulted primarily from decreases in fair value of certain underperforming portfolio companies, partially offset by the reversal of an unrealized loss on a debt position that was restructured during the period.

Previous wording

We recorded a net change in unrealized loss of $(12.1) million for the three months ended June 30, 2024, which resulted from a decrease in fair value primarily attributable to two underperforming portfolio companies. We recorded a net change in unrealized loss of $(8.0) million for the six months ended June 30, 2024, which resulted from a decrease in fair value of investments in certain underperforming portfolio companies in the second quarter of 2024, offset by unrealized gains in the first quarter of 2024 driven primarily from the tightening of market spreads and a reversal of unrealized losses on certain of our underperforming debt positions that were ultimately realized.

Current wording

We recorded a net change in unrealized gain of $4.1 million for the three months ended September 30, 2024, which resulted from an increase in fair value primarily attributable to market spread tightening and net positive credit performance of our portfolio companies in the third quarter of 2024. We recorded a net change in unrealized loss of $(4.0) million for the nine months ended September 30, 2024, which resulted from a decrease in fair value of two underperforming portfolio companies in the second quarter of 2024, partially offset by unrealized gains driven primarily from a reversal of unrealized losses on certain of our underperforming debt positions that were ultimately realized in the first quarter of 2024 and the overall tightening in market spreads.

Previous wording

Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, net proceeds of public offerings of debt securities and equity securities (including through the ATM Program, as described below), and our net borrowings from our Revolving Credit Facility (as defined below) and CLO debt issuances (discussed further below). Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings, (iv) cash distributions to the holders of our shares, and (v) share repurchases under the Company 10b5-1 Plan (defined below).

Current wording

Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, net proceeds of public offerings of debt securities and equity securities (including through the ATM Program, as described below), and our net borrowings from our Revolving Credit Facility (as defined below) and CLO debt issuances (discussed further below). Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings, and (iv) cash distributions to the holders of our shares.

Previous wording

As of June 30, 2025 and December 31, 2024, our debt consisted of asset based leverage facilities, a revolving credit facility, debt securitizations, and an unsecured note issuance. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. As of June 30, 2025 and December 31, 2024, our asset coverage ratio was 179.67% and 187.03%, respectively.

Current wording

As of September 30, 2025 and December 31, 2024, our debt consisted of asset based leverage facilities, a revolving credit facility, debt securitizations, and an unsecured note issuance. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. As of September 30, 2025 and December 31, 2024, our asset coverage ratio was 179.82% and 187.03%, respectively.

Previous wording

Cash and cash equivalents as of June 30, 2025, taken together with our unused capacity under our Revolving Credit Facility is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of June 30, 2025, we had $260.3 million available under our Revolving Credit Facility.

Current wording

Cash and cash equivalents as of September 30, 2025, taken together with our unused capacity under our Revolving Credit Facility is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of September 30, 2025, we had $269.5 million available under our Revolving Credit Facility.

Previous wording

For the six months ended June 30, 2025, our cash and cash equivalents balance increased by $704.0 thousand. During that period, $128.3 million was provided by operating activities, primarily relating to investment purchases of $234.1 million, offset by $310.6 million in repayments and sales of investments in portfolio companies. During the same period, $(127.6) million was used in financing activities, consisting primarily of net of repayments of secured borrowings of $1.2 million, shareholder distributions of $57.7 million and repurchases of common shares of $63.1 million.

Current wording

For the nine months ended September 30, 2025, our cash and cash equivalents balance increased by $3.0 million. During that period, $165.6 million was provided by operating activities, primarily relating to repayments and sales of investments in portfolio companies of $371.9 million offset by investment purchases of $270.4 million . During the same period, $162.6 million was used in financing activities, consisting primarily of net of repayments of secured borrowings of $11.2 million, shareholder distributions of $80.0 million and repurchases of common shares of $65.7 million.

Previous wording

For the six months ended June 30, 2024, our cash and cash equivalents balance increased by $3.6 million. During that period, $266.9 million was used in operating activities, primarily relating to investment purchases of $509.3 million, offset by $154.9 million in repayments and sales of investments in portfolio companies. During the same period, $270.5 million was used in financing activities, consisting primarily of proceeds from issuance of shares and proceeds from secured borrowings of $241.7 million and $546.3 million, respectively, net of shareholder distributions and repayments of secured borrowings of $40.8 million and $469.4 million, respectively.

Current wording

For the nine months ended September 30, 2024, our cash and cash equivalents balance increased by $1.9 million. During that period, $309.2 million was used in operating activities, primarily relating to investment purchases of $712.5 million, offset by $310.5 million in repayments and sales of investments in portfolio companies. During the same period, $311.1 million was provided by financing activities, consisting primarily of proceeds from issuance of shares and proceeds from secured borrowings of $241.7 million and $717.8 million, respectively, net of shareholder distributions and repayments of secured borrowings of $67.4 million and $567.7 million, respectively.

Previous wording

Prior to April 28, 2023, in connection with our Private Offerings, we entered into subscription agreements (“Subscription Agreements”) with investors, pursuant to which investors were required to fund drawdowns to purchase our shares of common stock up to the amount of their respective capital commitment each time we delivered a drawdown notice. As of January 5, 2024, all capital commitments in the amount of $906.4 million had been drawn.

Current wording

In connection with our Private Offerings and prior to April 28, 2023 (the final closing of the Private Offering), we entered into subscription agreements with investors, pursuant to which investors were required to fund drawdowns to purchase our shares of common stock up to the amount of their respective capital commitment each time we delivered a drawdown notice. As of January 5, 2024, all capital commitments in the amount of $906.4 million had been drawn.

Previous wording

The following table summarizes the Company's distributions recorded for the six months ended June 30, 2025:

Current wording

The following table summarizes the Company's distributions recorded for the nine months ended September 30, 2025:

Previous wording

The following table summarizes the Company's distributions recorded for the six months ended June 30, 2024:

Current wording

The following table summarizes the Company's distributions recorded for the nine months ended September 30, 2024:

Previous wording

The following table reflects the shares distributed pursuant to the dividend reinvestment plan for the six months ended June 30, 2025:

Current wording

The following table reflects the shares distributed pursuant to the dividend reinvestment plan for the nine months ended September 30, 2025:

Previous wording

The following table reflects the shares issued pursuant to the dividend reinvestment for the six months ended June 30, 2024:

Current wording

The following table reflects the shares issued pursuant to the dividend reinvestment for the nine months ended September 30, 2024:

Previous wording

(1) In connection with the distributions with payment date on January 10, 2024 and April 29, 2024, 185,541 and 189,256 shares were newly issued under the dividend reinvestment plan respectively.

Current wording

(1) In connection with the distributions with payment date on January 10, 2024 and April 29, 2024, 185,541, 189,256 and 205,860 shares were newly issued under the dividend reinvestment plan respectively.

Previous wording

The Company 10b5-1 Plan is designed to allow us to repurchase our shares of common stock at times when we otherwise might be prevented from doing so under insider trading laws. The Company 10b5-1 Plan requires BofA Securities, Inc., as agent, to repurchase shares of common stock on the Company's behalf when the market price per share is below the most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share). Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of the shares of the our common stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the shares of our common stock and trading volumes, and no assurance can be given that any particular amount of shares of the common stock will be repurchased.

Current wording

On March 5, 2024, we entered into a share repurchase plan (the “Company 10b5-1 Plan”), which permitted us to purchase up to $99.3 million in the aggregate of its outstanding shares of common stock in the open market at prices below its net asset value (“NAV”) per share over a specified period. Any purchase of the shares pursuant to the Company 10b5-1 Plan were conducted in accordance with the guidelines and conditions of Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company 10b5-1 Plan required BofA Securities, Inc., as agent, to repurchase shares of common stock on the Company's behalf when the market price per share was below the most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share). Under the Company 10b5-1 Plan, the agent increased the volume of purchases made as the price of the shares of the our common stock declined, subject to volume restrictions. The timing and amount of any share repurchases depended on the terms and conditions of the Company 10b5-1 Plan, the market price of the shares of our common stock and trading volumes.

Previous wording

The Company 10b5-1 Plan became effective on March 29, 2024, commenced on April 1, 2024 and was amended on March 28, 2025. The amendment on March 28, 2025 (a) extended the Company 10b5-1 Plan for an additional 12-month period, and (b) amended certain terms of the Company 10b5-1 Plan as set forth in the guidelines thereto. As a result of the foregoing, the Company 10b5-1 Plan will terminate upon the earliest to occur of (i) 12-months from March 29, 2025 (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. Subsequent to the fiscal quarter ended June 30, 2025, the Company 10b5-1 Plan was terminated. See "Recent Developments" for more information.

Current wording

The Company 10b5-1 Plan became effective on March 29, 2024, commenced on April 1, 2024 and was amended on March 28, 2025, which extended the Company 10b5-1 Plan for an additional 12-month period, and amended certain terms of the Company 10b5-1 Plan as set forth in the guidelines therein. As a result of such amendment, the Company 10b5-1 Plan would terminate upon the earliest to occur of (i) 12-months from March 29, 2025 (tolled for periods during which the Company 10b5-1 Plan was 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 equaled $99.3 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan. On July 21, 2025, the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan reached $99.3 million and the Company 10b5-1 Plan was terminated in accordance with its terms on the same date.

Previous wording

The Revolving Credit Facility was amended on April 9, 2024 and October 4, 2024. The most recent amendment on October 4, 2024, among other things: (i) extended the Commitment Termination Date and Final Maturity Date (each as defined below); (ii) added a term loan tranche; (iii) increased the total committed facility amount from $250 million to $325 million and (iv) reduced (a) the applicable margin with respect to the SONIA borrowings from 2.125% to 2.00%, (b) the credit spread adjustment from 0.15% to 0.10% for Term SOFR borrowings with a three-month tenor and from 0.25% to 0.10% for Term SOFR borrowings with a six-month tenor and (c) the applicable margin with respect to all other permitted borrowing rates from 1.125% to 1.000%. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $25 million limit for swingline loans.

Current wording

The Revolving Credit Facility was amended on April 9, 2024 and October 4, 2024. The most recent amendment on October 4, 2024, among other things: (i) extended the Commitment Termination Date and the Final Maturity Date (each as defined below); (ii) added a term loan tranche; (iii) increased the total committed facility amount from $250 million to $325 million and (iv) reduced (a) the applicable margin with respect to the SONIA borrowings from 2.125% to 2.00%, (b) the credit spread adjustment from 0.15% to 0.10% for Term SOFR borrowings with a three-month tenor and from 0.25% to 0.10% for Term SOFR borrowings with a six-month tenor and (c) the applicable margin with respect to all other permitted borrowing rates from 1.125% to 1.000%. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $25 million limit for swingline loans.

Previous wording

On March 20, 2025 (the “ CLO-I Refinancing Date”), the Company completed a $457,975 refinancing of the 2022 Debt Securitization (the "CLO-I Refinancing").

Current wording

On March 20, 2025 (the “ CLO-I Refinancing Date”), the Company completed a $458 million refinancing of the 2022 Debt Securitization (the "CLO-I Refinancing").

Previous wording

The notes offered in the CLO-I Refinancing (the “2025 Notes”) were issued by CLO-I. The 2025 Notes consist of $1,900 of AAA Class X 2025 Notes, which bear interest at the three-month Term SOFR plus 1.05%; $233,250 of AAA Class A-R 2025 Notes, which bear interest at the three-month Term SOFR plus 1.38%; $56,250 of AA Class B-R 2025 Notes, which bear interest at the three-month Term SOFR plus 1.70%; and $136,575 of Subordinated 2025 Notes, which do not bear interest, and of which $79,325 were issued on the Original Closing Date and remained outstanding on the CLO-I Refinancing Date. The Company directly retained all of the Subordinated 2025 Notes and, as such, these notes are eliminated in consolidation.

Current wording

The notes offered in the CLO-I Refinancing (the “2025 Notes”) were issued by CLO-I. The 2025 Notes consist of $1.9 million of AAA Class X 2025 Notes, which bear interest at the three-month Term SOFR plus 1.05%; $233.25 million of AAA Class A-R 2025 Notes, which bear interest at the three-month Term SOFR plus 1.38%; $56.25 million of AA Class B-R 2025 Notes, which bear interest at the three-month Term SOFR plus 1.70%; and $136.58 million of Subordinated 2025 Notes, which do not bear interest, and of which $79.325 million were issued on the Original Closing Date and remained outstanding on the CLO-I Refinancing Date. The Company directly retained all of the Subordinated 2025 Notes and, as such, these notes are eliminated in consolidation.

Previous wording

As part of the CLO-I Refinancing, on the CLO-I Refinancing Date, the CLO-I also entered into an amended and restated loan agreement (the “Class A-L-R Loan Agreement”), pursuant to which various financial institutions and other persons which are, or may become, parties thereto as lenders (the “Class A-L-R Lenders”) committed to make $30,000 of AAA Class A-L-R 2025 Loans to CLO-I (the “Class A-L-R 2025 Loans” and, together with the 2025 Notes, the “2025 Debt”). The Class A-L-R 2025 Loans bear interest at the three-month Term SOFR plus 1.38% and were fully drawn on the Refinancing Date. Any Class A-L-R Lender may elect to convert a portion or all of the Class A-L-R 2025 Loans held by such Class A-L-R Lender into Class A-R 2025 Notes upon written notice to CLO-I in accordance with the Class A-L-R Loan Agreement.

Current wording

As part of the CLO-I Refinancing, on the CLO-I Refinancing Date, the CLO-I also entered into an amended and restated loan agreement (the “Class A-L-R Loan Agreement”), pursuant to which various financial institutions and other persons which are, or may become, parties thereto as lenders (the “Class A-L-R Lenders”) committed to make $30.0 million of AAA Class A-L-R 2025 Loans to CLO-I (the “Class A-L-R 2025 Loans” and, together with the 2025 Notes, the “2025 Debt”). The Class A-L-R 2025 Loans bear interest at the three-month Term SOFR plus 1.38% and were fully drawn on the Refinancing Date. Any Class A-L-R Lender may elect to convert a portion or all of the Class A-L-R 2025 Loans held by such Class A-L-R Lender into Class A-R 2025 Notes upon written notice to CLO-I in accordance with the Class A-L-R Loan Agreement.

Previous wording

On May 7, 2025, the Company and certain of its affiliates filed an application for co-investment exemptive relief based on an updated model of co-investment order that was recently granted by the SEC (as amended on June 30, 2025 and July 7, 2025, the “Application”). The SEC issued a notice for the Application on July 9, 2025, and the notice period expired on August 4, 2025. The Company expects that the SEC will grant the exemptive order on or around August 5, 2025 (the “Order”). The Order would supersede the prior exemptive order granted on June 7, 2019 and amended on October 14, 2022. The Order would permit the Company to participate in negotiated co-investment transactions with other funds managed by the Adviser or certain other affiliates pursuant to the conditions of the Order. The Order would require that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings with respect to the following, among other things, (1) when the Company co-invests with an affiliated entity (as defined in the Application) in an issuer where an affiliated entity has an existing investment in the issuer under certain circumstances, and (2) if the Company disposes of an asset acquired in a co-investment transaction unless the disposition is done on a pro rata basis or the disposition is of a tradable security. Pursuant to the Order, the Board will oversee the Company’s participation in the co-investment program. As required by the Order, the Company has adopted, and the Board has approved, policies and procedures reasonably designed to ensure the Company’s compliance with the conditions of the Order, and the Adviser and the Company’s Chief Compliance Officer will provide reporting to the Board.

Current wording

On August 5, 2025, the Company and certain of its affiliates were granted an order for co-investment exemptive relief by the SEC based on an updated model of co-investment order that was recently granted by the SEC (the “Order”). The Order supersedes the prior exemptive order granted on June 7, 2019 and amended on October 14, 2022. The Order permits the Company to participate in negotiated co-investment transactions with other funds managed by the Adviser and certain other affiliates pursuant to the conditions of the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings with respect to the following, among other things: (1) when the Company co-invests with an affiliated entity (as defined in the exemptive application) in an issuer where an affiliated entity has an existing investment in the issuer under certain circumstances, and (2) if the Company disposes of an asset acquired in a co-investment transaction unless the disposition is done on a pro rata basis or the disposition is of a tradable security. Pursuant to the Order, the Board will oversee the Company’s participation in the co-investment program. As required by the Order, the Company has adopted, and the Board has approved, policies and procedures reasonably designed to ensure the Company’s compliance with the conditions of the Order, and the Adviser and the Company’s Chief Compliance Officer will provide reporting to the Board.