Nuveen Churchill Direct Lending Corp.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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See the whole filing, with its images and exhibitsContents
Item 15. Exhibit and Financial Statement Schedules
Part IV
a. Documents Filed as Part of this Report
The following financial statements are set forth in Item 8:
Nuveen Churchill Direct Lending Corp.
| Page | |
|---|---|
| Consolidated Statements of Assets and Liabilities as of December 31, 2025 and 2024 | 93 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 | 94 |
| Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2025, 2024 and 2023 | 95 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 | 96 |
| Consolidated Schedules of Investments for the Years Ended December 31, 2025 and 2024 | 98 |
| Notes to Financial Statements | 149 |
b. Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K or hereby incorporated by reference to exhibits previously filed with the United States Securities and Exchange Commission.
| 3.1 | Articles of Amendment and Restatement (1) |
| 3.2 | Articles of Amendment (2) |
| 3.3 | Bylaws (1) |
| 3.4 | Certificate of Merger of Churchill Middle Market CLO V Ltd. (1) |
| 4.1 | Form of Stock Certificate (1) |
| 4.2 | Description of Securities (4) |
| 4.3 | Indenture, dated as of January 22, 2025, by and between Nuveen Churchill Direct Lending Corp. and U.S. Bank Trust Company, National Association, as trustee (17) |
| 4.4 | First Supplemental Indenture, dated as of January 22, 2025, by and between Nuveen Churchill Direct Lending Corp. and U.S. Bank Trust Company, National Association, as trustee (17) |
| 4.5 | Form of Global Note with respect to the 6.650% Notes due 2030 (17) |
| 10.1 | Amended and Restated Investment Advisory Agreement, dated as of January 29, 2024, by and between Nuveen Churchill Direct Lending Corp. and Churchill DLC Advisor LLC (10) |
| 10.2 | Third Amended and Restated Investment Sub-Advisory Agreement, dated as of March 8, 2022, by and between Nuveen Churchill Advisors LLC and Churchill Asset Management LLC (3) |
| 10.3 | Investment Sub-Advisory Agreement, dated as of January 29, 2024. by and among Churchill DLC Advisor LLC, Churchill Asset Management LLC, and Nuveen Asset Management, LLC (10) |
| 10.4 | Administration Agreement between Nuveen Churchill BDC Inc. and Nuveen Churchill Administration LLC (1) |
| 10.5 | Custody Agreement between Nuveen Churchill BDC Inc. and U.S. Bank National Association (1) |
| 10.6 | Amended and Restated Dividend Reinvestment Plan (10) |
| 10.7 | Transfer Agency and Service Agreement between Nuveen Churchill Direct Lending Corp. and Computershare Inc., and its affiliate Computershare Trust Company, N.A. (12) |
| 10.8 | Purchase and Placement Agreement by and among, Churchill NCDLC CLO-I LLC, Wells Fargo Securities, LLC, as initial purchaser and NatWest Markets Plc, as co-placement agent (4) |
| 10.9 | Indenture and Security Agreement, dated as of May 20, 2022, by and between Churchill NCDLC CLO-I, LLC, as issuer, and U.S. Bank Trust Company, National Association, trustee (5) |
| 10.10 | Amended and Restated Collateral Management Agreement, dated as of March 20, 2025, by and between Churchill NCDLC CLO-I, LLC, as issuer, and Nuveen Churchill Direct Lending Corp., as collateral manager (18) |
| 10.11 | Amended and Restated Class A-L-R Loan Agreement, dated as of March 20, 2025, among Churchill NCDLC CLO-I, LLC, as borrower, U.S. Bank Trust Company, National Association, as loan agent and as trustee under the Indenture, and each of the Class A-L-R Lenders party thereto (18) |
| 10.12 | First Supplemental Indenture, dated as of March 20, 2025, by and among Churchill NCDLC CLO-I, LLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee (18) |
| 10.13 | Note Purchase Agreement, dated as of March 20, 2025, between Churchill NCDLC CLO-I, LLC, as issuer, and SG Americas Securities, LLC, as initial purchaser (18) |
| 10.14 | Indenture and Security Agreement, dated as of December 7, 2023, by and between Churchill NCDLC CLO-II, LLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee. (8) |
| 10.15 | First Supplemental Indenture, dated as of February 20, 2026, by and between Churchill NCDLC CLO-II, LLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee * |
| 10.16 | Placement Agreement, dated as of December 7, 2023, by and among Churchill NCDLC CLO-II, LLC, as issuer, SMBC Nikko Securities America, Inc., as placement agent, and Capital One Securities, Inc., as co-placement agent. (9) |
| 10.17 | Note Purchase Agreement, dated as of February 20, 2026, between Churchill NCDLC CLO-II, LLC, as issuer, and SG Americas Securities, LLC, as initial purchaser * |
| 10.18 | Amended and Restated Collateral Management Agreement, dated as of February 20, 2026, by and between Churchill NCDLC CLO-II, LLC, as issuer, and Nuveen Churchill Direct Lending Corp., as collateral manager * |
| 10.19 | Amended and Restated Class A-L-R Loan Agreement, dated as of February 20, 2026, among Churchill NCDLC CLO-II, LLC, as borrower, U.S. Bank Trust Company, National Association, as loan agent and as trustee under the Indenture, and each of the Class A-L-R Lenders party thereto * |
| 10.20 | Purchase and Placement Agreement, dated February 9, 2024, by and among Churchill NCDLC CLO-III LLC, as issuer, and Wells Fargo Securities, LLC, as initial purchaser. (11) |
| 10.21 | Indenture, dated as of March 14, 2024, by and between Churchill NCDLC CLO-III, LLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee (13) |
| 10.22 | Collateral Management Agreement, dated as of March 14, 2024, by and between Churchill NCDLC CLO-III, LLC, as issuer, and Nuveen Churchill Direct Lending Corp., as collateral manager (13) |
| 10.23 | Senior Secured Revolving Credit Agreement, dated as of June 23, 2023, by and among Nuveen Churchill Direct Lending Corp., as the borrower, Sumitomo Mitsui Banking Corporation, as the administrative agent and the lenders. (7) |
| 10.24 | Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of April 9, 2024, by and among Nuveen Churchill Direct Lending Corp., as borrower, NCDL Equity Holdings LLC, as subsidiary guarantor, the lenders and issuing banks party thereto, Sumitomo Mitsui Banking Corporation, as administrative agent for the lenders (14) |
| 10.25 | Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of October 4, 2024, by and among Nuveen Churchill Direct Lending Corp., as borrower, NCDL Equity Holdings LLC, as subsidiary guarantor, the lenders and issuing banks party thereto, Sumitomo Mitsui Banking Corporation, as administrative agent for the lenders (16) |
| 10.26 | Form of Equity Distribution Agreement, dated March 10, 2025, by and among Nuveen Churchill Direct Lending Corp., Churchill DLC Advisor LLC, Churchill Asset Management LLC, and Churchill BDC Administration LLC, on the one hand, and each of Truist Securities, Inc., Citizens JMP Securities, LLC and Keefe, Bruyette & Woods, Inc., on the other hand (18) |
| 14.1 | Independent Director Code of Ethics of Nuveen Churchill Direct Lending Corp.(19) |
| 14.2 | Code of Ethics of Nuveen, LLC (19) |
| 19.1 | Insider Trading Policy (12) |
| 21.1 | List of Subsidiaries* |
| 23.1 | Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP (relating to the Consolidated Financial Statements)* |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended * |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended * |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended * |
| 97.1 | Compensation Recoupment Policy (12) |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Filed herewith.
(1)Previously filed on January 29, 2020 with Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56133) and incorporated by reference herein.
(2)Previously filed on June 2, 2020 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(3)Previously filed on April 5, 2022 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(4)Previously filed on March 8, 2022 with the Company's Annual Report on Form 10-K and incorporated by reference herein.
(5)Previously filed on May 10, 2022 with the Company's Quarterly Report on Form 10-Q and incorporated by reference herein.
(6)Previously filed on May 25, 2022 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(7)Previously filed on June 28, 2023 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(8)Previously filed on October 30, 2023 with the Company's Quarterly Report on Form 10-Q and incorporated by reference herein.
(9)Previously filed on December 12, 2023 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(10)Previously filed on January 30, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(11)Previously filed on February 15, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(12)Previously filed on February 27, 2024 with the Company's Annual Report on Form 10-K and incorporated by reference herein.
(13)Previously filed on March 20, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(14)Previously filed on September 3, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(15)Previously filed on October 8, 2024 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(16)Previously filed on January 22, 2025 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(17)Previously filed on March 10, 2025 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(18)Previously filed on March 26, 2025 with the Company's Current Report on Form 8-K and incorporated by reference herein.
(19)Previously filed on February 25, 2026 with the Company's Registration Statement on Form N-2 and incorporated by reference herein.
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