Nuveen Churchill Direct Lending Corp.

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

On February 20, 2026 (the "Refinancing Date"), the Company completed a $299.7 million term debt securitization (the “2026 Debt Securitization Refinancing”). The term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by Churchill NCDLC CLO-II, LLC (the “2026 Issuer”), a direct, wholly owned, consolidated subsidiary of the Company.

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 the Company, 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. The Company directly retained all of the Subordinated 2026 Notes.

In connection with the issuance of the 2026 Notes, on the Refinancing Date, the 2026 Issuer entered into a Note Purchase Agreement (the "Purchase Agreement") with SG Americas Securities, LLC, as initial purchaser (in such capacity, the "Initial Purchaser"), pursuant to which the Initial Purchaser agreed to act as initial purchaser of the 2026 Notes, other than the Subordinated 2026 Notes.

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.

The 2026 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through January 20, 2031, all principal collections received on the underlying collateral may be used by the 2026 Issuer to purchase new collateral under the direction of the Company, in its capacity as collateral manager of the 2026 Issuer and in accordance with the Company's investment strategy and the terms of the Indenture, allowing the Company to maintain the initial leverage in the 2026 Debt Securitization Refinancing. The 2026 Notes are due on January 20, 2039. The 2026 Loans are scheduled to mature on, and, unless earlier repaid, the entire unpaid principal balance thereof is due and payable on, January 20, 2039. The 2026 Notes may be optionally redeemed, and the 2026 Loans may be optionally prepaid, on or after January 20, 2028.

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.

On the Refinancing Date, the Company amended and restated the CLO-II Collateral Management Agreement, pursuant to which the Company serves as collateral manager to the 2026 Issuer (the "Amended and Restated Collateral Management Agreement") , and will waive any management fee due to it in consideration for providing these services.

The descriptions of the Supplemental Indenture, the Purchase Agreement, the Amended and Restated Collateral Management Agreement, and the Class A-L-R Loan Agreement contained in this Annual Report on Form 10-K do not purport to be complete and are qualified in their entirety by reference to the Supplemental Indenture, the Purchase Agreement, the Amended and Restated Collateral Management Agreement, and the Class A-L-R Loan Agreement attached hereto as Exhibits 10.15, 10.17, 10.18 and 10.19, respectively, and incorporated into this Annual Report on Form 10-K by reference.

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

(b) During the fiscal quarter ended December 31, 2025, no director or officer of the Company has entered into any (i) contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.

On February 24, 2026, David Kirchheimer notified the Board that he was resigning as a director of the Board, effective as of the same date. In submitting his resignation, Mr. Kirchheimer did not express any disagreement on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Kirchheimer’s resignation, the size of the Board was reduced from six (6) directors to five (5) directors.