Nuveen Churchill Direct Lending Corp.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
NCDL$11.81-1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001628280-25-008382
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsRecent DevelopmentsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001737924-26-000014
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 241 previous paragraphs and 246 current paragraphs.
117 unchanged; 88 reworded; 34 added; 32 removed; 4 previous and 7 current paragraphs rearranged.
Tables are not compared: 12 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
Private equity mergers and acquisitions activity concluded 2025 with strong momentum, as the recovery that began in the second half of the year gained traction through the fourth quarter following earlier disruptions arising from global trade policy uncertainty. Improving market fundamentals and restored sponsor confidence in the macro environment, including greater clarity regarding the direction of interest rates, drove increased transaction execution during 2025. Repayment activity remained elevated during the fourth quarter of 2025, driven by a combination of new transaction activity and selective refinancings, as borrowers continued to capitalize on investor demand and favorable market conditions. While repayment activity may continue to offset new investment deployment, we believe that well-capitalized lenders with available liquidity, existing portfolio company relationships, and strong proprietary sponsor networks are well-positioned to benefit from the positive market momentum.
Current report
Total expenses before waived incentive fees and excise tax decreased to $116.6 million for the year ended December 31, 2025, from $118.5 million for the year ended December 31, 2024.
Current report
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 year ended December 31, 2025 from the comparable period in 2024 was primarily attributable to the increase in the management fee base rate.
Current report
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 year ended December 31, 2025, income-based incentive fees totaled $11.2 million, of which $2.3 million was waived during the first quarter of 2025 when the fee waiver was in effect. For the year ended December 31, 2024, income-based incentive fees of $17.4 million were waived in full in accordance with the terms of the Advisory Agreement. No capital gains incentive fees were incurred during the year ended December 31, 2025 or 2024.
Current report
For the year ended December 31, 2023, the Adviser was not entitled to any incentive fees under the Advisory Agreement.
Current report
Although we have historically been able to obtain sufficient borrowing capacity, a deterioration in economic conditions or any other negative economic developments could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have previously obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.
Current report
For the year ended December 31, 2025, our cash and cash equivalents balance increased by $19.2 million. During that period, $194.2 million was provided by operating activities, primarily relating to proceeds from principal repayments and sales of investments of $456.2 million offset by investment purchases of $350.7 million. During the same period, $175.0 million was used in financing activities, consisting primarily of net repayments of debt of $1.4 million, shareholder distributions of $102.3 million and repurchases of common shares of $65.7 million.
Current report
Initial Public Offering
Current report
Private Offerings
Current report
ATM Program
Current report
On March 10, 2025, we established an equity at-the-market offering program (the “ATM Program”), pursuant to which the Company may offer and sell, from time to time, through distribution managers, or to them, as principals for their own accounts, shares of its common stock having an aggregate offering price up to $200 million. Sales of common stock made pursuant to the ATM Program may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(5) under the Securities Act. We intend to use the net proceeds from the ATM Program for general corporate purposes, which may include, among other things, investing in accordance with its investment objective and strategies, and repaying indebtedness (which may be subject to re-borrowing).
Current report
As of December 31, 2025, we had not sold any shares of common stock through the ATM Program.
Current report
The following table summarizes the Company's distributions recorded for the year ended December 31, 2025:
Current report
The following table summarizes the Company's distributions recorded for the year ended December 31, 2024:
Current report
The following table reflects the shares distributed pursuant to the dividend reinvestment plan for the year ended December 31, 2025:
Current report
(1) In accordance with the Company’s Amended DRIP, shares were purchased in the open market.
Current report
Borrowings
Current report
CLO-I Refinancing
Current report
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").
Current report
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.
Current report
Unsecured Notes
Current report
Derivatives
Current report
We use interest rate swaps to mitigate interest rate risk associated with our fixed rate liabilities and may designate certain interest rate swaps to be in a hedge accounting relationship.
Current report
See the following footnotes to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K: (i)Note 2 for additional disclosures regarding our accounting for derivative instruments designated in a hedge accounting relationship; (ii)Note 4 for additional disclosures regarding these derivative instruments; and (iii)Note 5 for additional disclosures regarding the carrying value of our borrowings.
Current report
•the Administration Agreement.
Current report
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.
Current report
We apply the practical expedient relating to investments in certain portfolio companies that calculate NAV per share (or its equivalent). U.S. GAAP permits an entity holding investments in certain portfolio companies that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share or its equivalent as a practical expedient are not categorized within the fair value hierarchy, as described below.
Current report
Distributions from investments in other investment companies occur at irregular intervals and the exact timing of the distributions cannot be determined. The classification of distributions received, including return of capital, realized gains and dividend income, is based on information received from the portfolio company.
Current report
SPV IV & V Dissolution
Current report
Effective January 21, 2026, SPV IV and SPV V were dissolved.
Current report
CLO II Reset
Current report
The notes offered in the 2026 Debt Securitization Refinancing (the "2026 Notes") were issued by the 2026 Issuer, pursuant to an indenture and security agreement (the "Indenture"), dated as of December 7, 2023 (the "Original Closing Date"), between the 2026 Issuer and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the "Trustee"), as amended by a supplemental indenture (the "Supplemental Indenture"), dated as of the Refinancing Date, among the 2026 Issuer and the Trustee, and consented to by us, as collateral manager, retention holder and subordinated noteholder. The 2026 Notes consist of $125.5 million of AAA Class A-R 2026 Notes, which bear interest at the three-month Term SOFR plus 1.38%; $37.5 million of AA Class B-R 2026 Notes, which bear interest at the three-month Term SOFR plus 1.70%; and $86.7 million of Subordinated 2026 Notes, which do not bear interest, and of which $83.06 million were issued on the Original Closing Date and remained outstanding on the Refinancing Date. We directly retained all of the Subordinated 2026 Notes.
Current report
As part of the 2026 Debt Securitization Refinancing, on the Refinancing Date, the 2026 Issuer 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 $50 million of AAA Class A-L-R 2026 Loans to the 2026 Issuer (the "Class A-L-R 2026 Loans" and, together with the 2026 Notes, the "2026 Debt"). The Class A-L-R 2026 Loans bear interest at the three-month Term SOFR plus 1.38% and were fully drawn on the Refinancing Date.
Current report
The 2026 Debt is the secured obligation of the 2026 Issuer, and the Supplemental Indenture and the Class A-L-R Loan Agreement, as applicable, governing the 2026 Debt include customary covenants and events of default. The 2026 Debt has not been, and will not be, registered under the Securities Act or any state “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or applicable exemption from registration.
Removed paragraphs (32)
Previous report
As financial markets stabilize and private equity firms become more active in an effort to deploy dry powder and return capital to their investors, we are seeing private equity mergers and acquisitions ("M&A") volumes increase, leading to higher levels of demand for middle-market financings. Prepayment activity is also increasing as a result, driven primarily by M&A activity, but also in part by repricing and refinancing while spreads continue to tighten. While prepayments serve as an offset to new transaction activity, we believe that lenders who are well positioned with available liquidity as well as incumbent positions in portfolio companies will benefit from increased levels of activity in the market.
Previous report
Investment income increased to $161.8 million for the year ended December 31, 2023, respectively, from $82.5 million for the comparable periods in the prior year, primarily due to an increase in interest income from higher weighted average interest rates and increased investment activity driven by an increase in our deployed capital. As of December 31, 2023, the size of our portfolio increased to $1.7 billion from $1.2 billion as of December 31, 2022, at cost. As of December 31, 2023, the weighted average yield of our debt and income producing investments increased to 11.72% from 10.61% as of December 31, 2022, at cost, primarily due to increases in base interest rates.
Previous report
Total expenses before expense support increased to $77.9 million for the year ended December 31, 2023 from $37.1 million for the year ended December 31, 2022.
Previous report
The expense support amount represents the amount of expenses paid by the Adviser on our behalf in accordance with the Expense Support Agreement (described further below). These expenses were primarily related to professional fees, specifically ordinary course legal expenses incurred by the Company. The Expense Support Agreement automatically terminated pursuant to its terms upon the consummation of the IPO on January 29, 2024. Refer to the "Related Party Transactions" section below for further details on the Expense Support Agreement.
Previous report
For the year ended December 31, 2022, our cash and cash equivalents balance increased by $4.1 million. During that period, $427.8 million was used in operating activities, primarily due to investment purchases of $502.3 million, offset by $49.3 million in repayments and sales of investments in portfolio companies. During the same period, $431.9 million was provided by financing activities, consisting primarily of proceeds from issuance of common shares and secured borrowings of $174.6 million and $762.2 million, respectively, net of shareholder distributions and and repayments of secured borrowings of $34.7 million and $466.8 million, respectively.
Previous report
IPO and Private Offerings
Previous report
The following table summarizes total shares issued and proceeds received in connection with the IPO and the capital drawdowns delivered pursuant to the Subscription Agreements from inception through December 31, 2024 (dollar amounts in thousands, except per share data):
Previous report
The following table summarizes the dividends declared from inception through December 31, 2024:
Previous report
(1) Represents a special dividend and a supplemental dividend.
Previous report
(2) Represents a supplemental dividend.
Previous report
(3) Represents a special dividend.
Previous report
See "Recent Developments" for more information.
Previous report
Secured Borrowings
Previous report
Subscription Facility
Previous report
On September 10, 2020, we entered into a revolving credit agreement (the “Subscription Facility Agreement” and the facility thereunder, the “Subscription Facility”) with Sumitomo Mitsui Banking Corporation (“SMBC”), as the administrative agent for certain secured parties, the syndication agent, the lead arranger, the book manager, the letter of credit issuer and the lender. The Subscription Facility had a maximum commitment of $50 million, subject to availability under the "Borrowing Base." The Borrowing Base was calculated based on the unfunded capital commitments of certain investors that had subscribed to purchase shares of the Company, to the extent the capital commitments of such investors also had been approved by SMBC for inclusion in the Borrowing base and met certain additional criteria. The Subscription Facility Agreement expired on September 8, 2023, and we fully paid down the outstanding balance including the accrued interest expense.
Previous report
As of December 31, 2024 and December 31, 2023, the Wells Fargo Financing Facility bore interest at a rate of SOFR, reset daily, plus 2.20% per annum.
Previous report
The Wells Fargo Financing Facility was terminated subsequent to fiscal year ended December 31, 2024. See "Recent Developments" for more information.
Previous report
•the NAM Sub-Advisory Agreement;
Previous report
•the Administration Agreement; and
Previous report
•the Expense Support Agreement.
Previous report
On June 7, 2019, the SEC granted an exemptive order (the “Order”) that permits us to participate in negotiated co-investment transactions with certain other funds and accounts sponsored or managed by either of the Advisers and/or their affiliates, subject to the conditions of the Order. Pursuant to the Order, the Company is permitted to co-invest with its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board's independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company's stockholders and is consistent with its then-current investment objective and strategies. Neither we nor the affiliated funds are obligated to invest or co-invest when investment opportunities are referred to us or them.
Previous report
In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the “Temporary Relief”), the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in our existing portfolio companies with certain affiliates that are private funds if such private funds did not hold an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such follow-on investments with us unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC’s Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continues to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The conditional exemptive order is no longer effective; however, on October 14, 2022, the SEC granted an exemptive order to permit the Company to continue to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not hold an investment in such existing portfolio company, subject to certain conditions.
Previous report
Expense Support Agreement
Previous report
On December 31, 2019, we entered into the Expense Support Agreement with the Adviser. The Expense Support Agreement automatically terminated pursuant to its terms upon the consummation of the IPO on January 29, 2024. Under the Expense Support Agreement, the Adviser was able to pay certain of our expenses (each, an “Expense Payment”), provided that no portion of the payment was used to pay any of our interest expense. Such Expense Payment was made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from us to the Adviser or its affiliates. The cumulative amount of expense payments by the Adviser under the Expense Support Agreement was $2,979, of which $1,101 was reimbursed by the Company prior to the termination of the Expense Support Agreement.
Previous report
Valuation of Portfolio Investments
Previous report
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.
Previous report
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.
Previous report
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.
Reworded paragraphs (88)
Previous wording
The information in this management's discussion and analysis of financial condition and results of operations relates to Nuveen Churchill Direct Lending Corp., including its wholly owned subsidiaries (collectively, "we", "us", "our" or the "Company"). The information contained in this section should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of and elsewhere in this Annual Report on Form 10-K. This discussion should be read in conjunction with the “Forward-Looking Statements” in this Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking statements.
Current wording
The information in this management's discussion and analysis of our financial condition and results of operations relates to Nuveen Churchill Direct Lending Corp., including its wholly owned subsidiaries (collectively, "we", "us", "our", or the "Company"). The information in this section should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements, which relate to future events, or the future performance or financial condition of and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of and elsewhere in this Annual Report on Form 10-K. This discussion also should be read in conjunction with the “Forward-Looking Statements” in this Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking statements.
Previous wording
We were formed on March 13, 2018 as a Delaware limited liability company and converted into a Maryland corporation on June 18, 2019, prior to the commencement of operations. We are a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, we have elected, and intend to qualify annually thereafter, to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
Current wording
We were formed on March 13, 2018 as a Delaware limited liability company and converted into a Maryland corporation on June 18, 2019, prior to the commencement of operations. We are a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, we have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
Previous wording
We have entered into an investment advisory agreement (as amended and restated, the “Advisory Agreement”) with Churchill DLC Advisor LLC (f/k/a Nuveen Churchill Advisors LLC) (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement (as amended and restated, the “CAM Sub-Advisory Agreement”) to Churchill Asset Management LLC (“Churchill”). In addition, the Adviser and Churchill have engaged Nuveen Asset Management, LLC (“Nuveen Asset Management” and together with the Adviser and Churchill, the "Advisers") pursuant to a sub-advisory agreement (the "NAM Sub-Advisory Agreement"), pursuant to which Nuveen Asset Management may manage a portion of our portfolio consisting of cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments, subject to the pace and amount of investment activity in the middle market investment program. Under the administration agreement (the “Administration Agreement”), we are provided with certain services by an administrator, Churchill BDC Administration LLC (f/k/a Nuveen Churchill Administration LLC) (the “Administrator”). The Adviser, Churchill, Nuveen Asset Management and Administrator are all affiliates and subsidiaries of Nuveen, LLC (“Nuveen”), a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”).
Current wording
We have entered into an investment advisory agreement (as amended and restated, the “Advisory Agreement”) with Churchill DLC Advisor LLC (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement (as amended and restated, the “CAM Sub-Advisory Agreement”) to Churchill Asset Management LLC (“Churchill”). In addition, the Adviser and Churchill have engaged Nuveen Asset Management, LLC (“Nuveen Asset Management” and together with the Adviser and Churchill, the "Advisers") pursuant to a sub-advisory agreement (the "NAM Sub-Advisory Agreement"), pursuant to which Nuveen Asset Management may manage a portion of our portfolio consisting of cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments, subject to the pace and amount of investment activity in the middle market investment program. Under the administration agreement (the “Administration Agreement”), we are provided with certain services by an administrator, Churchill BDC Administration LLC (the “Administrator”). The Adviser, Churchill, Nuveen Asset Management and Administrator are all affiliates and subsidiaries of Nuveen, LLC (“Nuveen”), a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”).
Previous wording
Churchill NCDLC CLO-I, LLC (“CLO-I”), Churchill NCDLC CLO-II, LLC (“CLO-II”), Churchill NCDLC CLO-III, LLC (“CLO-III”), Nuveen Churchill BDC SPV IV, LLC (“SPV IV”), Nuveen Churchill BDC SPV V, LLC (“SPV V”) and NCDL Equity Holdings LLC ("NCDL Equity Holdings") are wholly owned subsidiaries of the Company and are consolidated in these financial statements commencing from the date of their formation. CLO-I, CLO-II and CLO-III completed term debt securitizations in May 2022, December 2023 and March 2024, respectively. SPV IV and SPV V primarily invest in first-lien senior secured debt and unitranche loans. NCDL Equity Holdings was formed to hold certain equity-related securities.
Current wording
Churchill NCDLC CLO-I, LLC (“CLO-I”), Churchill NCDLC CLO-II, LLC (“CLO-II”), Churchill NCDLC CLO-III, LLC (“CLO-III”), Nuveen Churchill BDC SPV IV, LLC (“SPV IV”), Nuveen Churchill BDC SPV V, LLC (“SPV V”) and NCDL Equity Holdings LLC ("NCDL Equity Holdings") are wholly owned subsidiaries of the Company and are consolidated in these financial statements commencing from the date of their formation. CLO-I, CLO-II and CLO-III have completed term debt securitizations. SPV IV and SPV V primarily invest in first-lien senior secured debt and unitranche loans. NCDL Equity Holdings was formed to hold certain equity-related securities.
Previous wording
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. To the extent we continue to qualify as a RIC, we generally will not be subject to U.S federal income tax on any income we timely distribute to our shareholders.
Current wording
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements.
Previous wording
The Adviser, Churchill, Nuveen Asset Management and their respective affiliates are responsible for bearing the compensation and routine overhead expenses allocable to personnel providing investment advisory and management services to us. We bear all other out-of-pocket costs and expenses of its operations and transactions, including those costs and expenses incidental to the provision of investment advisory and management services to us (such as items in the third and fourth bullets listed below).
Current wording
The Advisers and their respective affiliates are responsible for bearing the compensation and routine overhead expenses allocable to personnel providing investment advisory and management services to us. We bear all other out-of-pocket costs and expenses of its operations and transactions, including those costs and expenses incidental to the provision of investment advisory and management services to us (such as items in the third and fourth bullets listed below).
Previous wording
•Weighted average reported annual EBITDA of $77.6 million.1
Current wording
•Weighted average reported annual EBITDA of $75.4 million.1
Previous wording
•Weighted average of 2.2x interest coverage ratio for our first-lien loans 2
Current wording
•Weighted average of 2.25x interest coverage ratio for our first-lien loans 2
Previous wording
•Weighted average of 4.86x net leverage.3
Current wording
•Weighted average of 5.04x net leverage.3
Previous wording
•Approximately 81% of our debt investments have financial covenants.4
Current wording
•Approximately 87.28% of our debt investments have financial covenants.4
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 72.32% of our total investments, and 79.82% 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 76.91% of our total investments, and 85.93% of our total first lien loan investments, in each case based upon fair value.
Previous wording
As of December 31, 2023, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $97,203 mezzanine debt of $83,528 and $2,656 of structured debt at fair value and second lien term loans and/or second lien notes of $100,711, mezzanine debt of $86,495 and $3,247 of structured debt at amortized cost.
Current wording
1 As of December 31, 2025, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $74,262, mezzanine debt of $84,633 and structured debt of $2,479 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $78,960, mezzanine debt of $96,113 and structured debt of $4,583 at cost.
Previous wording
1 As of December 31, 2024, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $67,780, mezzanine debt of $89,740 and $1,618 of structured debt at fair value and second lien term loans and/or second lien notes of $71,622, mezzanine debt of $94,978 and $4,357 of structured debt 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 December 31, 2024 was 10.30%. There were no investments on non-accrual as of December 31, 2023.
Current wording
1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2025 was 9.36%. 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 December 31, 2024 was 10.40%. There were no investments on non-accrual as of December 31, 2023.
Current wording
2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2025 was 9.54%. 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 December 31, 2024, 93.80% and 93.90% of our 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, 2023, 94.43% and 94.55% of our 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 December 31, 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 11.72% to 10.33% from December 31, 2023 to December 31, 2024. The decrease in weighted average yields was primarily due to the tightening of spreads in newly originated investments made in 2024. We also saw an increase in repricing transactions for existing portfolio investments in 2024.
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. 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 9.48% from December 31, 2024 to December 31, 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
In light of the current macro-economic environment, 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 and strong levels of free cash flow generation. While we are not seeing signs of a broad-based deterioration in our performance or that of our portfolio companies at this time, 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. Additionally, the rapid evolution and adoption of artificial intelligence technologies may create both opportunities and challenges for businesses, potentially reshaping competitive dynamics, operational models, and workforce requirements across industries. 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 or competitive market dynamics will not adversely impact certain of our portfolio companies, which could impact our future results.
Previous wording
As of December 31, 2024 and December 31, 2023, the weighted average Internal Risk Rating of our investment portfolio was 4.13 and 4.14, respectively. As of December 31, 2024, there was one portfolio company on non-accrual. As of December 31, 2024, the amortized cost of the portfolio company on non-accrual status was $7,257, which represents approximately 0.35% of total investments at amortized cost. As of December 31, 2023, there were no loans on non-accrual.
Current wording
As of December 31, 2025 and December 31, 2024, the weighted average Internal Risk Rating of our investment portfolio was 4.24 and 4.13, respectively. As of December 31, 2025, there were investments in four portfolio companies on non-accrual with an aggregate cost of $24.4 million, which represented approximately 1.22% 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 $7,257, which represented approximately 0.35% of total investments at cost.
Previous wording
Investment income increased to $224.0 million for the year ended December 31, 2024 from $161.8 million for the year ended December 31, 2023, primarily due to increased investment activity driven by an increase in our deployed capital, slightly offset by a decrease in the weighted average yield of our debt and income producing investments as a result of market spread tightening and a decline in SOFR. As of December 31, 2024, the size of our portfolio increased to $2.1 billion from $1.7 billion as of December 31, 2023, at cost. As of December 31, 2024, the weighted average yield of our debt and income producing investments decreased to 10.33% from 11.72% as of December 31, 2023, at cost, primarily due to overall tightening of spreads in newly originated investments, the refinancing and repricing of existing portfolio companies, and the decline in base interest rates. Shifting base interest rates, such as SOFR and any applicable alternate rates, may affect our investment income in the future.
Current wording
Investment income increased to $224.0 million for the year ended December 31, 2024 from $161.8 million for the year ended December 31, 2023, primarily due to increased investment activity driven by an increase in our deployed capital, slightly offset by a decrease in the weighted average yield of our debt and income producing investments as a result of market spread tightening and a decline in SOFR. As of December 31, 2024, the size of our portfolio increased to $2.1 billion from $1.7 billion as of December 31, 2023, at cost. As of December 31, 2024, the weighted average yield of our debt and income producing investments decreased to 10.33% from 11.60% as of December 31, 2023, at cost, primarily due to overall tightening of spreads in newly originated investments, the refinancing or repricing of existing portfolio companies, and the decline in base interest rates.
Previous wording
Interest and debt financing expenses increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to higher average daily borrowings, higher average interest rates, the addition of the Revolving Credit Facility (as defined below) in the second quarter of 2023 and the completion of the 2023 Debt Securitization (as defined below) on December 7, 2023. The average daily borrowings for the year ended December 31, 2023 was $816.2 million compared to $566.2 million for the year ended December 31, 2022. The average interest rate for the year ended December 31, 2023 was 7.23% compared to 4.29% for the year ended December 31, 2022.
Current wording
Interest and debt financing expenses decreased for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a lower average interest rate, partially offset by 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 2025 were $1,138.7 million compared to $995.1 million, for the year ended December 31, 2024, respectively. The average annual interest rate for the year ended December 31, 2025 was 6.51%, compared to 7.61% for the year ended December 31, 2024.
Previous wording
Total expenses before expense support and waived incentive fees increased to $118.5 million for the year ended December 31, 2024, respectively, from $77.9 million for the year ended December 31, 2023, respectively.
Current wording
Total expenses before expense support and waived incentive fees and excise tax increased to $118.5 million for the year ended December 31, 2024 from $77.9 million for the year ended December 31, 2023.
Previous wording
Interest and debt financing expenses increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to higher average daily borrowings, higher average interest rates, and expenses relating to the termination of the SMBC Financing Facility (as defined below) during the period. Average daily borrowings increased in 2024 primarily due to the completion of the 2023 Debt Securitization and the 2024 Debt Securitization (each as defined below) on December 7, 2023 and March 14, 2024, respectively. Additionally, for the year ended December 31, 2024, we recorded $0.8 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs on our SMBC Financing Facility in connection with its termination on November 5, 2024. The average daily borrowings for the year ended December 31, 2024 were $995.1 million compared to $816.2 million for the year ended December 31, 2023. The average annual interest rate for the year ended December 31, 2024 was 7.61% compared to 7.23% for the year ended December 31, 2023.
Current wording
Interest and debt financing expenses increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to higher average daily borrowings, higher average interest rates, and expenses relating to the termination of the SMBC Financing Facility (as defined below) during the period. Average daily borrowings increased in 2024 primarily due to the completion of the 2023 Debt Securitization and the 2024 Debt Securitization (each as defined below) on December 7, 2023 and March 14, 2024, respectively. Additionally, for the year ended December 31, 2024, we recorded $0.8 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs on our SMBC Financing Facility in connection with its termination on November 5, 2024. The average daily borrowings for the year ended December 31, 2024 were $995.1 million compared to $816.2 million for the year ended December 31, 2023. The average interest rate for the year ended December 31, 2024 was 7.61% compared to 7.23% for the year ended December 31, 2023.
Previous wording
Management fees increased for the year ended December 31, 2024 from the comparable periods in 2023 driven by an increase in our total assets. Incentive fees based on income for the year ended December 31, 2024 of $17.4 million were waived in accordance with our Advisory Agreement. The increase in management fees for the year ended December 31, 2023 from the comparable period in 2022 was driven by our deployment of capital and our increasing invested balance.
Current wording
The increase in management fees for the year ended December 31, 2024 from the comparable period in 2023 was driven by our deployment of capital and our increasing invested balance.
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 the 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. The increases in professional, administration, and other general and administrative fees for the year ended December 31, 2024 from the comparable periods in 2023 and 2022 were primarily driven by growing needs of the business given the increase in the Company's size year over year.
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 years ended December 31, 2025, 2024, and 2023 were $7.6 million, $6.0 million and $5.8 million, respectively.
Previous wording
For the year ended December 31, 2023, we had a net realized loss on investments of $(8.0) million compared to a net realized loss of $(262) thousand for the year ended December 31, 2022. The increase in the net realized loss is primarily driven by realized losses from a final realization of an underperforming debt position in the third quarter of 2023 and a restructuring of a portfolio company during the fourth quarter of 2023, partially offset by the realization of two equity investments in our portfolio during the first quarter of 2023, which generated realized gains.
Current wording
For the year ended December 31, 2025, we recognized a net realized loss on investments of $(6.0) million, compared to a net realized loss of $(13.2) million for the year ended December 31, 2024. The net realized loss for the year ended December 31, 2025 was primarily driven by the restructuring of an underperforming debt position, partially 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 $0.7 million for the year ended December 31, 2023, compared to a net unrealized loss of $(27.9) million for the year ended December 31, 2022, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period. The increase in unrealized gains for the year ended December 31, 2023 compared to the comparable period in 2022 resulted primarily from a reversal of an unrealized loss on two underperforming debt positions and the tightening of market spreads.
Current wording
We recorded a net change in unrealized loss of $(21.6) million for the year ended December 31, 2025, compared to a net change in unrealized gain of $7.3 million for the year ended December 31, 2024. The increase in total net change in unrealized losses for the year ended December 31, 2025, compared to the total net change in unrealized gains for the year ended December 31, 2024, primarily resulted from decreases in fair value of certain underperforming portfolio companies, partially offset by the reversal of unrealized loss on a debt position that was restructured during the year.
Previous wording
For the year ended December 31, 2024, we had a net realized loss on investments of $(13.2) million compared to a net realized loss of $(8.0) million for the year ended December 31, 2023. The net realized loss for the year ended December 31, 2024 was primarily driven by the restructuring of two underperforming portfolio companies, partially offset by realized gains from full or partial repayments.
Current wording
For the year ended December 31, 2024, we recognized a net realized loss on investments of $(13.2) million compared to a net realized loss of $(8.0) million for the year ended December 31, 2023. The net realized loss for the year ended December 31, 2024 was primarily driven by the restructuring of two underperforming portfolio companies, partially offset by realized gains from full or partial repayments.
Previous wording
We recorded a net change in unrealized gain of $7.3 million for the year ended December 31, 2024, compared to a net change in unrealized gain of $0.7 million for the year ended December 31, 2023, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period. The increase in total net change in unrealized gains for the year ended December 31, 2024, compared to the total net change in unrealized gains for the year ended December 31, 2023, primarily resulted from a reversal of unrealized losses on underperforming portfolio companies, as well as market spread tightening.
Current wording
We recorded a net change in unrealized gain of $7.3 million for the year ended December 31, 2024, compared to a net change in unrealized gain of $0.7 million for the year ended December 31, 2023. The increase in total net change in unrealized gains for the year ended December 31, 2024, compared to the total net change in unrealized gains for the year ended December 31, 2023, primarily resulted from the reversal of unrealized losses on underperforming portfolio companies, as well as market spread tightening.
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 equity securities and debt securities, and our net borrowings from our credit facilities and CLO debt issuances (discussed further below). Prior to our IPO on January 29, 2024, we also generated cash flow from the proceeds of capital drawdowns of our privately placed capital commitments. 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
To facilitate public offerings of equity securities and debt securities, on December 20, 2024, we filed a shelf registration statement that automatically became effective upon filing with the SEC. As a well-known seasoned issuer, we are permitted to register an indeterminate number of securities under the shelf registration statement and, therefore, there is no specific dollar limit on the amount of securities we may issue. The shelf registration statement permits us to offer, from time to time, our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts or a combination of these methods. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement at the time of any offering.
Current wording
To facilitate public offerings of equity securities and debt securities, on December 20, 2024, we filed a shelf registration statement with the SEC that is effective for a three-year term, expiring on December 20, 2027. As a well-known seasoned issuer, we are permitted to register an indeterminate number of securities under the shelf registration statement and, therefore, there is no specific dollar limit on the amount of securities we may issue. The shelf registration statement permits us to offer, from time to time, our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts or a combination of these methods. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement at the time of any offering.
Previous wording
As of December 31, 2024 and December 31, 2023, our debt consisted of asset based leverage facilities, a revolving credit facility, and debt securitizations. We may, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue 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 December 31, 2024 and December 31, 2023, our asset coverage ratio was 187.03% and 178.57%, respectively.
Current wording
As of December 31, 2025, our debt consisted of a revolving credit facility, debt securitizations, and unsecured notes. As of December 31, 2024, our debt consisted of asset based leverage facilities, a revolving credit facility, and debt securitizations. 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 December 31, 2025 and December 31, 2024, our asset coverage ratio was 178.55% and 187.03%, respectively.
Previous wording
Cash and cash equivalents as of December 31, 2024, taken together with our unused capacity under our credit facilities is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of December 31, 2024, we had $119.0 million available under our Wells Fargo Financing Facility (as defined below) and $87.3 million available under our SMBC Corporate Revolver (as defined below).
Current wording
Cash and cash equivalents as of December 31, 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 December 31, 2025, we had $259.0 million available under our Revolving Credit Facility.
Previous wording
For the year ended December 31, 2024, our cash and cash equivalents balance decreased by $(24.1) million. During that period, $297.2 million was used in operating activities, primarily relating to investment purchases of $863.6 million, offset by $430.0 million in repayments and sales of investments in portfolio companies. During the same period, $273.1 million was provided by financing activities, consisting primarily of proceeds from issuance of common shares and secured borrowings of $241.7 million and $884.2 million, respectively, net of shareholder distributions and repayments of secured borrowings of $95.2 million and $721.1 million, respectively.
Current wording
For the year ended December 31, 2024, our cash and cash equivalents balance decreased by $(24.1) million. During that period, $297.2 million was used in operating activities, primarily relating to purchases of investments of $863.6 million, offset by $430.0 million in proceeds from principal repayments and sales of investments. During the same period, $273.1 million was provided by financing activities, consisting primarily of proceeds from issuance of common shares and proceeds from debt of $241.7 million and $884.2 million, respectively, net of shareholder distributions and repayments of debt of $95.2 million and $721.1 million, respectively.
Previous wording
For the year ended December 31, 2023, our cash and cash equivalents balance increased by $28.1 million. During that period, $369.5 million was used in operating activities, primarily relating to investment purchases of $589.0 million, offset by $146.4 million in repayments and sales of investments in portfolio companies. During the same period, $397.7 million was provided by financing activities, consisting primarily of proceeds from issuance of common shares and secured borrowings of $218.9 million and $810.9 million, respectively, net of shareholder distributions and repayments of secured borrowings of $63.2 million and $564.5 million, respectively.
Current wording
For the year ended December 31, 2023, our cash and cash equivalents balance increased by $28.1 million. During that period, $369.5 million was used in operating activities, primarily relating to purchases of investments of $589.0 million, offset by $146.4 million in proceeds from principal repayments and sales of investments. During the same period, $397.7 million was provided by financing activities, consisting primarily of proceeds from issuance of common shares and debt of $218.9 million and $810.9 million, respectively, net of shareholder distributions and repayments of debt of $63.2 million and $564.5 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. Following the final drawdown notice dated December 21, 2023 and due on January 5, 2024, all capital commitments 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 distributions declared were derived from investment company taxable income and net capital gain, if any. The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Current wording
See Note 12 to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information on the federal income tax characterization of distributions declared and paid.
Previous wording
The following table reflects the shares issued pursuant to the dividend reinvestment plan from inception through December 31, 2024:
Current wording
The following table reflects the shares issued pursuant to the dividend reinvestment for the year ended December 31, 2024:
Previous wording
(1) All shares issued to shareholders are newly issued shares.
Current wording
(1) All shares issued to shareholders for the the year ended December 31, 2024 were newly issued shares under the dividend reinvestment plan.
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.
Showing the first 40 of 88 pairs. Open the source sections for the rest.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Investment income decreased to $207.9 million for the year ended December 31, 2025 from $224.0 million for the year ended December 31, 2024. As of December 31, 2025, the size of our portfolio decreased to $2.0 billion from $2.1 billion as of December 31, 2024, at cost. As of December 31, 2025, the weighted average yield of our debt and income producing investments decreased to 9.48% from 10.33% as of December 31, 2024, at cost, primarily due to overall tightening of spreads in newly originated investments, the refinancing or repricing of existing portfolio companies, 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.
Current report — wording carried from elsewhere
The 2022 Debt was backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2026, all principal collections received on the underlying collateral may be used by CLO-I to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-I and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2022 Debt Securitization.
Current report — wording carried from elsewhere
The 2025 Debt is the secured obligation of CLO-I and the supplemental indenture and the Class A-L-R Loan Agreement, as applicable, governing the 2025 Debt 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 “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or applicable exemption from registration.
Current report — wording carried from elsewhere
On January 22, 2025, in connection with the issuance of the 2030 Notes, we entered into an interest rate swap agreement. See “Derivatives” below.
Current report — wording carried from elsewhere
•the NAM Sub-Advisory Agreement; and
Current report — wording carried from elsewhere
Valuation of Portfolio Investments, including Derivative Instruments
Current report — wording carried from elsewhere
Any purchase of our 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 Exchange Act. 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 timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of our shares of common stock and trading volumes, and no assurance can be given that any particular amount of shares of common stock will be repurchased.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
On December 31, 2019, a wholly owned subsidiary of the Company entered into a credit agreement ("the “Wells Fargo Financing Facility” and the agreement relating thereto, as amended from time to time, the “Wells Fargo Financing Facility Agreement”), with Wells Fargo Bank, N.A. as lender (“Wells Fargo”) and administrative agent. The Wells Fargo Financing Facility Agreement was amended on October 28, 2020, March 31, 2022, March 14, 2024 and August 27, 2024. The most recent amendment on August 27, 2024, among other things, increased the maximum facility amount available from $150 million to $225 million.
Previous report — wording carried elsewhere
Effective December 7, 2023, following the closing of the 2023 Debt Securitization (discussed further below), the maximum facility amount available was reduced to $150 million from $300 million and SPV IV began borrowing under the SMBC Financing Facility.
Previous report — wording carried elsewhere
The 2024 Notes are backed by a diversified portfolio of senior secured and second lien loans. The Indenture contains certain
Previous report — wording carried elsewhere
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.