Nuveen Churchill Direct Lending Corp.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001737924-26-000045
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001737924-26-000084
Item 2. 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 224 previous paragraphs and 234 current paragraphs.
168 unchanged; 54 reworded; 11 added; 1 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 13 previous and 15 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 (11)
Current report
In the second quarter, private equity mergers and acquisitions activity was highly selective, as financial sponsor deal activity slowed compared to the first quarter, despite overall global mergers and acquisitions recording new highs. Private equity volumes were relatively light compared to prior periods, driven by continued market volatility, as buyers navigated geopolitical uncertainties and AI-driven disruptions. Existing portfolio companies continue to be a source of deal volume as sponsors pursue inorganic growth through buy and build strategies. The gap between strategic acquirers and private equity sponsors widened, as financial sponsors faced disciplined underwriting and tighter credit constraints. Nevertheless, substantial dry powder remains available, and a stabilization of market conditions could support a resumption of deal activity. Repayment and exit activity in private equity sponsor deals slowed significantly during the quarter amid increased macroeconomic uncertainty and AI-related sector disruptions. 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 a market recovery when conditions stabilize.
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%. For the three months ended June 30, 2026, management fees decreased compared to the three months ended June 30, 2025, primarily due to a decrease in average gross assets during the period. For the six months ended June 30, 2026, management fees increased compared to the six months ended June 30, 2025, primarily due to the increase in the management fee base rate from 0.75% to 1.00%, effective March 31, 2025, which was in effect for the full six months ended June 30, 2026 compared to only the three months ended June 30, 2025.
Current report
CLO-III Redemption
Current report
On July 7, 2026 (the "Redemption Date"), the Company, acting in its capacity as the collateral manager, exercised its optional redemption right pursuant to the CLO-III Indenture. Pursuant to the optional redemption, all outstanding tranches of 2024 Notes issued by CLO-III were redeemed in full on the Redemption Date, at par value, plus accrued and unpaid interest. The aggregate principal balance plus accrued and unpaid interest of the redeemed 2024 Notes was $297.9 million.
Current report
In connection with the redemption, total proceeds collected, including principal and interest, were $302.5 million. Proceeds were applied in accordance with the priority of payments set forth in the CLO-III Indenture. As a result of the redemption, the Company no longer holds any investment in or retains any management role with respect to CLO-III.
Current report
Joint Venture Transaction
Current report
On July 7, 2026, the Company and an unaffiliated institutional investor (the "JV Partner") formed NCDL Senior Loan Fund I LLC (the "Joint Venture"), a joint venture established for the purpose of making portfolio company investments, including first-lien senior secured debt, junior secured loans, subordinated or unsecured loans or other debt or equity investments, either directly or indirectly through its wholly owned subsidiary, NCDL Senior Loan Fund I SPV LLC (the "JV SPV"). Certain material management and investment decisions of the Joint Venture require unanimous approval of the Joint Venture's investment committee or board of managers, as applicable, each of which consists of an equal number of representatives of the Company and the JV Partner. Because the Company does not control the Joint Venture, the Company will not consolidate its investment in the Joint Venture.
Current report
Pursuant to the terms of the limited liability company agreement of the Joint Venture, the Company and the JV Partner have committed to provide capital to the Joint Venture by contributing directly to the Joint Venture and/or funding debt obligations issued by subsidiaries of the JV (including the JV SPV), totaling $92.8 million and $13.3 million, representing an equity ownership interest of 87.5% and 12.5%, respectively. On July 9, 2026, the Company and the JV Partner initially contributed $40.7 million and $5.8 million, respectively, by contributing equity capital to the Joint Venture and funding debt obligations issued by the JV SPV (as described below), and the Joint Venture simultaneously acquired a portfolio of senior secured debt from the Company with an aggregate fair value of $148.9 million.
Current report
On July 9, 2026, the JV SPV entered into a senior secured credit facility (the "JV Credit Facility") with PNC Bank National Association, as administrative agent, providing for total commitments of up to $231.0 million. The JV Credit Facility, together with certain debt issued by the JV SPV acquired by the Company and the JV Partner, are secured by substantially all of the assets of the JV SPV.
Current report
Additional 2030 Notes Offering
Current report
On July 10, 2026, the Company issued an additional $100.0 million (the "Additional 2030 Notes") in aggregate principal amount of its 2030 Notes. The Additional 2030 Notes were issued at a price of 100.12% of the aggregate principal amount of the Additional 2030 Notes, resulting in a yield-to-maturity of approximately 6.61% at issuance. The Additional 2030 Notes are treated as a single series with the 2030 Notes and have the same terms as the 2030 Notes (except for the issue date, offering price, and initial interest payment date), and are fungible and rank equally with, the 2030 Notes. In connection with the issuance of the Additional 2030 Notes, the Company entered into an interest rate swap agreement with Wells Fargo for a total notional amount of $100.0 million, effective September 15, 2026 and maturing on March 15, 2030, pursuant to which the Company will receive a fixed interest rate of 6.65% and pay a floating interest rate of three-month Term SOFR + 2.55%. Upon the issuance of the Additional 2030 Notes, the outstanding aggregate principal amount of the 2030 Notes is $400.0 million.
Removed paragraphs (1)
Previous report
Private equity mergers and acquisitions activity entered the first quarter of 2026 with early momentum before experiencing a meaningful slowdown, as market volatility stemming from global trade policy uncertainty, rising geopolitical tensions, and concerns surrounding the impact of artificial intelligence on certain industries disrupted deal flow during the period. M&A pipelines had been reopening heading into the quarter as buyer-seller valuation gaps narrowed and extended hold periods created incentives for sponsors to transact as their investment periods matured. While private equity-backed transaction volumes showed improvement earlier in the quarter, deal activity moderated in March as renewed macro risks weighed on market sentiment. Nevertheless, substantial dry powder remains available, and a stabilization of market conditions could support a resumption of deal activity. Repayment activity decreased slightly during the first quarter of 2026 compared to prior periods, as market volatility and a risk-off environment among lenders modestly constrained new transaction activity and refinancing volumes. 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 a market recovery when conditions stabilize.
Reworded paragraphs (54)
Previous wording
Our portfolio and investment activity for the three months ended March 31, 2026 and 2025 is presented below (dollar amounts in thousands):
Current wording
Our portfolio and investment activity for the three and six months ended June 30, 2026 and 2025 is presented below (amounts in thousands):
Previous wording
•Weighted average reported annual EBITDA of $75.6 million.1
Current wording
•Weighted average reported annual EBITDA of $76.88 million;1
Previous wording
•Weighted average of 2.27x interest coverage ratio for our first-lien loans 2
Current wording
•Weighted average of 2.46x interest coverage ratio for our first-lien loans;2
Previous wording
•Weighted average of 5.09x net leverage.3
Current wording
•Weighted average of 5.20x net leverage;3 and
Previous wording
•Approximately 86.86% of our debt investments have financial covenants.4
Current wording
•Approximately 86.24% 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 financial maintenance 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 75.68% of our total investments, and 84.40% 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 loan investments that do not have financial maintenance covenants and first lien loans that the Adviser has assigned an internal 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 74.47% of our total investments, and 83.11% of our total first lien loan investments, in each case based upon fair value.
Previous wording
As of March 31, 2026 and December 31, 2025, our investments consisted of the following (dollar amounts in thousands):
Current wording
As of June 30, 2026 and December 31, 2025, our investments consisted of the following (amounts in thousands):
Previous wording
1 As of March 31, 2026, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $60,843, mezzanine debt of $84,627 and structured debt of $2,624 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $67,184, mezzanine debt of $98,459 and structured debt of $4,635 at cost.
Current wording
1 As of June 30, 2026, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $61,041, mezzanine debt of $77,229 and structured debt of $1,337 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $62,705, mezzanine debt of $84,740 and structured debt of $3,282 at cost.
Previous wording
As of March 31, 2026, our estimated exposure to the software sector represented 2.38% of the total portfolio, at fair value. The estimate of software exposure (i) includes any borrower whose business model reflects the operating or structural characteristics of a software company, regardless of its industry classification, and (ii) excludes technology-adjacent companies, such as managed service providers and systems integrators, that may be assigned to 'High-Tech Industries' under Moody's industry classification, but do not derive revenue from the licensing or subscription of proprietary software. As a result, certain borrowers classified within 'High-Tech Industries' in the table above are excluded from the software sector estimate, while certain borrowers classified in other industries are included, based on whether they derive revenue from proprietary software licensing or subscriptions. We believe this estimate is an accurate representation of our software sector exposure. Results will differ, in some cases significantly, if an alternative industry classification methodology were applied.
Current wording
As of June 30, 2026, our estimated exposure to the software sector represented 2.42% of the total portfolio, at fair value. The estimate of software exposure (i) includes any borrower whose business model reflects the operating or structural characteristics of a software company, regardless of its industry classification, and (ii) excludes technology-adjacent companies, such as managed service providers and systems integrators, that may be assigned to 'High-Tech Industries' under Moody's industry classification but do not derive revenue from the licensing or subscription of proprietary software. As a result, certain borrowers classified within 'High-Tech Industries' in the table above are excluded from the software sector estimate, while certain borrowers classified in other industries are included, based on whether they derive revenue from proprietary software licensing or subscriptions. We believe this estimate is an accurate representation of our software sector exposure. Results will differ, in some cases significantly, if an alternative industry classification methodology were applied.
Previous wording
1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of March 31, 2026 was 9.18%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2025, was 9.36%.
Current wording
1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of June 30, 2026 was 9.03%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2025, was 9.36%.
Previous wording
2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of March 31, 2026 was 9.40%. 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%.
Current wording
2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of June 30, 2026 was 9.27%. 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%.
Previous wording
As of March 31, 2026, 100.00% and 100.00% 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, 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.
Current wording
As of June 30, 2026, 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, 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.
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. 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 9.48% to 9.31% from December 31, 2025 to March 31, 2026. The decrease in weighted average yields was primarily due to overall tightening of spreads in newly originated investments and lower base interest rates.
Current wording
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status. 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 9.48% to 9.28% from December 31, 2025 to June 30, 2026.
Previous wording
In addition to market volatility and uncertainty, certain broader macro-economic risks 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. To the extent tariff policies are modified or customs refunds are processed, such developments could partially mitigate the impact on affected portfolio companies, though the timing and magnitude of any such adjustments remain uncertain. Additionally, rising geopolitical tensions have contributed to capital market volatility and upward pressure on inflation, further complicating the macro-economic outlook. While we have not observed significant energy input cost increases affecting our portfolio companies to date, we continue to monitor the potential effect of energy price volatility on portfolio company operating costs and margins. The rapid evolution and adoption of artificial intelligence technologies may also create both opportunities and challenges for certain businesses, potentially reshaping competitive dynamics, operational models, and workforce requirements across industries. In light of these dynamics, we are closely monitoring the performance and outlook of our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, pricing power, strong 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.
Current wording
In addition to market volatility and uncertainty, certain broader macro-economic risks 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. To the extent tariff policies are modified or customs refunds are processed, such developments could partially mitigate the impact on affected portfolio companies, though the timing and magnitude of any such adjustments remain uncertain. Additionally, rising geopolitical tensions have contributed to capital markets volatility and upward pressure on inflation, further complicating the macro-economic outlook. While we have not observed significant energy input cost increases affecting our portfolio companies to date, we continue to monitor the potential effect of energy price volatility on portfolio company operating costs and margins. Given that inflation remains above the Fed’s targets, expectations for rate cuts for the remainder of the year have diminished with the forward SOFR curve now showing potential rate increases. To the extent the SOFR reference rate increases, such increases could create additional burden on levered portfolio companies in servicing their debt obligations. The rapid evolution and adoption of artificial intelligence technologies may also create both opportunities and challenges for certain businesses, potentially reshaping competitive dynamics, operational models, and workforce requirements across industries. In light of these dynamics, we are closely monitoring the performance and outlook of our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, pricing power, strong 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 have an impact on our future results.
Previous wording
The following table shows the investment ratings of the investments in our portfolio (dollar amounts in thousands):
Current wording
The following table shows the investment ratings of the investments in our portfolio (amounts in thousands):
Previous wording
As of March 31, 2026 and December 31, 2025, the weighted average Internal Risk Rating of our investment portfolio was 4.3 and 4.2, respectively. As of March 31, 2026, there were investments in five portfolio companies on non-accrual with an aggregate cost of $25.9 million, which represented approximately 1.28% of total investments at cost. As of December 31, 2025, there were investments in four portfolio company on non-accrual with an aggregate cost of $24.4 million, which represented approximately 1.22% of total investments at cost.
Current wording
As of June 30, 2026 and December 31, 2025, the weighted average Internal Risk Rating of our investment portfolio was 4.3 and 4.2, respectively. As of June 30, 2026, there were investments in nine portfolio companies on non-accrual with an aggregate cost of $52.4 million, which represented approximately 2.66% of total investments at cost. As of December 31, 2025, there were investments in four portfolio company on non-accrual with an aggregate cost of $24.4 million, which represented approximately 1.22% of total investments at cost.
Previous wording
Operating results for the three months ended March 31, 2026 and 2025 were as follows (dollars amounts in thousands):
Current wording
Operating results for the three and six months ended June 30, 2026 and 2025 were as follows (amounts in thousands):
Previous wording
Investment income decreased to $46.3 million for the three months ended March 31, 2026 from $53.6 million for the three months ended March 31, 2025. As of March 31, 2026, the size of our portfolio decreased to $2.0 billion from $2.1 billion as of March 31, 2025, at cost. As of March 31, 2026, the weighted average yield of our debt and income producing investments decreased to 9.31% from 10.10% as of March 31, 2025, at cost, primarily due to overall tightening of spreads in newly originated investments during 2025, the refinancing or repricing of existing portfolio companies to marginally lower spreads, and the decline in base interest rates compared to the prior period. Shifts in base interest rates, such as SOFR and other applicable benchmark rates, may affect our investment income.
Current wording
Investment income for the three and six months ended June 30, 2026 was $44.3 million and $90.6 million, respectively, compared to $53.1 million and $106.7 million for the three and six months ended June 30, 2025, respectively. As of June 30, 2026 and June 30, 2025, the size of our portfolio was $2.0 billion and $2.0 billion, at cost, respectively. Average par value of funded debt investments for the three and six months ended June 30, 2026 was $2.0 billion and $2.0 billion, respectively, compared to $2.0 billion and $2.1 billion for the three and six months ended June 30, 2025, respectively. As of June 30, 2026, the weighted average yield of our debt and income producing investments decreased to 9.28% from 10.08% as of June 30, 2025, at cost, primarily due to the decline in base interest rates, as spreads on newly originated investments have remained relatively stable over the period. Shifting base interest rates, such as SOFR and any applicable alternate rates, also may affect our investment income.
Previous wording
Total expenses before waived incentive fees decreased to $26.2 million for the three months ended March 31, 2026, from $28.4 million for the three months ended March 31, 2025.
Current wording
Total expenses before waived incentive fees decreased to $24.1 million and $50.3 million for the three and six months ended June 30, 2026, respectively, from $30.3 million and $58.7 million for the three and six months ended June 30, 2025, respectively.
Previous wording
Interest and debt financing expenses decreased for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to a lower average interest rate and lower average daily borrowings, partially offset by one-time costs associated with debt facility refinancings completed during the first quarter of 2026, as further described below in Borrowings. Average daily borrowings decreased during the three months ended March 31, 2026 primarily due to a decrease in borrowings on the Revolving Credit Facility (defined below). For the three months ended March 31, 2026, we recorded $0.8 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs in connection with the CLO-II Refinancing. The average daily borrowings for the three months ended March 31, 2026 were $1.1 billion compared to $1.2 billion for the three months ended March 31, 2025. The average annual interest rate for the three months ended March 31, 2026 was 5.89%, compared to 6.57% for the three months ended March 31, 2025.
Current wording
Interest and debt financing expenses decreased for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, primarily due to a lower average interest rate and lower average daily borrowings, partially offset by one-time costs associated with debt facility refinancings completed during the first quarter of 2026, as further described below in Borrowings. Average daily borrowings decreased during the six months ended June 30, 2026 primarily due to a decrease in borrowings on the Revolving Credit Facility (defined below). For the six months ended June 30, 2026, we recorded $0.8 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs in connection with the CLO-II Refinancing. The average daily borrowings for the three and six months ended June 30, 2026 were $1.1 billion and $1.1 billion, respectively, compared to $1.2 billion and $1.2 billion for the three and six months ended June 30, 2025, respectively. The average annual interest rate for the three and six months ended June 30, 2026 was 5.72% and 5.80%, respectively, compared to 6.62% and 6.59% for the three and six months ended June 30, 2025, respectively.
Previous wording
In accordance with the terms of the Advisory Agreement, effective March 31, 2025, the management fee base rate increased from 0.75% to 1.00% and the Adviser's waiver of incentive fees on income and on capital gains expired. The increase in management fees for the three months ended March 31, 2026 from the comparable period in 2025 was primarily attributable to the increase in the management fee base rate. For the three months ended March 31, 2026, income-based incentive fees totaled $1.5 million, with no amounts waived. For the three months ended March 31, 2025, income-based incentive fees of $2.3 million were waived in full in accordance with the terms of the Advisory Agreement. No capital gains incentive fees were incurred during the three months ended March 31, 2026 or 2025.
Current wording
Additionally, effective March 31, 2025, the Adviser's waiver of incentive fees on income and on capital gains expired pursuant to the terms of the Advisory Agreement. For the three and six months ended June 30, 2026, income-based incentive fees totaled $0.6 million and $2.2 million, respectively, with no amounts waived. For the three and six months ended June 30, 2025, income-based incentive fees totaled $2.8 million and $5.1 million, respectively, of which $2.3 million was waived in the first quarter of 2025 in accordance with the terms of the Advisory Agreement. The decrease in income-based incentive fees for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily attributable to lower net investment income and the impact of the incentive fee cap pursuant to the terms of the Advisory Agreement. The decrease in income-based incentive fees for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to lower net investment income and the impact of the incentive fee cap, partially offset by the expiration of the incentive fee waiver. No capital gains incentive fees were incurred during the three and six months ended June 30, 2026 or 2025.
Previous wording
Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the three months ended March 31, 2026 were $1.8 million compared to $1.4 million for the three months ended March 31, 2025.
Current wording
Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the three and six months ended June 30, 2026 were $1.8 million and $3.7 million, respectively, compared to $2.0 million and $3.4 million for the three and six months ended June 30, 2025.
Previous wording
For the three months ended March 31, 2026, we recognized a net realized loss on investments of $(3.3) million, compared to a net realized gain of $1.1 million for the three months ended March 31, 2025. The net realized loss for the three months ended March 31, 2026 was primarily driven by the restructuring of two underperforming debt positions, partially offset by realized gains from full or partial repayments and sales of investments in portfolio companies.
Current wording
For the three months ended June 30, 2026, we recorded a net realized loss on investments of $(11.3) million compared to a net realized loss of $(10.7) million for the three months ended June 30, 2025. The net realized loss for the three months ended June 30, 2026 resulted primarily from amendments of two underperforming debt positions. For the six months ended June 30, 2026, we recorded a net realized loss on investments of $(14.6) million, compared to a net realized loss of $(9.6) million for the six months ended June 30, 2025. The net realized loss for the six months ended June 30, 2026 was primarily driven by actions taken on four underperforming debt positions, two of which were restructured and two of which were amended, 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 loss of $(7.8) million for the three months ended March 31, 2026, compared to a net change in unrealized loss of $(13.6) million for the three months ended March 31, 2025. The total net change in unrealized losses for the three months ended March 31, 2026 primarily resulted from benchmark spread widening and decreases in the fair value of certain underperforming portfolio companies, partially offset by the reversal of unrealized losses on debt positions that were restructured during the period.
Current wording
For the three and six months ended June 30, 2026, we recorded a net change in unrealized loss of $(6.0) million and $(13.9) million, respectively, compared to a net change in unrealized gain of $3.8 million for the three months ended June 30, 2025 and a net change in unrealized loss of $(9.8) million for the six months ended June 30, 2025. The net change in unrealized loss for the three and six months ended June 30, 2026 primarily resulted from decreases in fair value of certain underperforming portfolio companies, partially offset by the reversal of unrealized losses on underperforming debt positions that were restructured or amended during the period.
Previous wording
Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, net proceeds of public offerings of debt securities and equity securities (including through the ATM Program, as described below), and our net borrowings from our Revolving Credit Facility (as defined below) and CLO debt issuances (discussed further below). Due to an uncertain economic outlook, elevated capital market volatility, and evolving macroeconomic conditions, we regularly evaluate our overall liquidity position and take proactive steps to maintain and strengthen 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 (as 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, elevated capital market volatility, and increased macroeconomic uncertainties (rising geopolitical tensions), we regularly evaluate our overall liquidity position and take proactive steps to maintain and strengthen 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 (as defined below).
Previous wording
As of March 31, 2026 and December 31, 2025, our debt consisted of a revolving credit facility, debt securitizations, and unsecured notes. 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 March 31, 2026 and December 31, 2025, our asset coverage ratio was 175.84% and 178.55%, respectively.
Current wording
As of June 30, 2026 and December 31, 2025, our debt consisted of a revolving credit facility, debt securitizations, and unsecured notes. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. As of June 30, 2026 and December 31, 2025, our asset coverage ratio was 177.64% and 178.55%, respectively.
Previous wording
Cash and cash equivalents as of March 31, 2026, 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 March 31, 2026, we had $233.0 million available under our Revolving Credit Facility.We believe maintaining adequate liquidity is particularly important in the current market environment, as it positions us to take advantage of investment opportunities that may arise as market conditions evolve and stabilize.
Current wording
Cash and cash equivalents as of June 30, 2026, taken together with our unused capacity under our Revolving Credit Facility is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of June 30, 2026, we had $278.5 million available under our Revolving Credit Facility.We believe maintaining adequate liquidity is particularly important in the current market environment, as it positions us to take advantage of investment opportunities that may arise as market conditions evolve and stabilize.
Previous wording
For the three months ended March 31, 2026, our cash and cash equivalents balance decreased by $12.1 million. During that period, $13.7 million was used in operating activities, primarily relating to purchases of investments of $85.4 million, partially offset by $65.0 million of proceeds from principal repayments and sales of investments. During the same period, $1.7 million was provided by financing activities, consisting of proceeds from debt of $272.5 million, partially offset by repayments of debt of $247.2 million, shareholder distributions of $22.2 million and payments of deferred financing costs of $1.4 million.
Current wording
For the six months ended June 30, 2026, our cash and cash equivalents balance decreased by $16.7 million. During that period, $47.3 million was provided by operating activities, primarily relating to $132.5 million of proceeds from principal repayments and sales of investments, partially offset by purchases of investments of $110.2 million. During the same period, $64.0 million was used in financing activities, consisting of proceeds from debt of $301.0 million, offset by repayments of debt of $321.6 million, shareholder distributions of $42.0 million and payments of deferred financing costs of $1.4 million.
Previous wording
For the three months ended March 31, 2025, our cash and cash equivalents balance increased by $5.9 million. During that period, $8.8 million was used in operating activities, primarily relating to purchases of investments of $153.0 million, partially offset by $148.4 million in repayments and sales of investments. During the same period, $14.7 million was provided by financing activities, consisting of proceeds from debt of $796.8 million, partially offset by repayments of debt of $710.0 million, repurchases of common shares of $37.1 million, shareholder distributions of $29.5 million, and payments of deferred financing costs of $5.6 million.
Current wording
For the six months ended June 30, 2025, our cash and cash equivalents balance increased by $704.0 thousand. During that period, $128.3 million was provided by operating activities, primarily relating to investment purchases of $234.1 million, offset by $310.6 million in repayments and sales of investments in portfolio companies. During the same period, $(127.6) million was used in financing activities, consisting primarily of net repayments of secured borrowings of $1.2 million, shareholder distributions of $57.7 million and repurchases of common shares of $63.1 million.
Previous wording
The following table summarizes the Company's distributions recorded for the three months ended March 31, 2026:
Current wording
The following table summarizes the Company's distributions recorded for the six months ended June 30, 2026:
Previous wording
The following table summarizes the Company's distributions recorded for the three months ended March 31, 2025:
Current wording
The following table summarizes the Company's distributions recorded for the six months ended June 30, 2025:
Previous wording
The following table reflects the shares distributed pursuant to the dividend reinvestment plan for the three months ended March 31, 2026:
Current wording
The following table reflects the shares distributed pursuant to the dividend reinvestment plan for the six months ended June 30, 2026:
Previous wording
The following table reflects the shares distributed pursuant to the dividend reinvestment for the three months ended March 31, 2025:
Current wording
The following table reflects the shares distributed pursuant to the dividend reinvestment for the six months ended June 30, 2025:
Previous wording
The following table reflects the shares repurchased pursuant to the Prior Company 10b5-1 Plan for each month from inception through July 21, 2025, the date the Prior Company 10b5-1 Plan terminated (dollar amounts in thousands, except share and per share data):
Current wording
The following table reflects the shares repurchased pursuant to the Prior Company 10b5-1 Plan for each month from inception through July 21, 2025, the date the Prior Company 10b5-1 Plan terminated (amounts in thousands, except share and per share data):
Previous wording
On June 23, 2023, we entered into a senior secured revolving credit agreement (as amended from time to time, the “Senior Secured Revolving Credit Agreement” and facility thereunder, the “Revolving Credit Facility”) with SMBC as the lender, administrative agent, and one of the lead arrangers along with Wells Fargo. The Revolving Credit Facility is guaranteed by NCDL
Current wording
On June 23, 2023, we entered into a senior secured revolving credit agreement (as amended from time to time, the “Senior Secured Revolving Credit Agreement” and facility thereunder, the “Revolving Credit Facility”) with SMBC as the lender, administrative agent, and one of the lead arrangers along with Wells Fargo. The Revolving Credit Facility is guaranteed by NCDL Equity Holdings and will be guaranteed by certain of our subsidiaries that are formed or acquired in the future (collectively, the “Guarantors”).
Previous wording
The Revolving Credit Facility was amended on April 9, 2024 and October 4, 2024. The most recent amendment on October 4, 2024, among other things: (i) extended the Commitment Termination Date and the Final Maturity Date (each as defined below); (ii) added a term loan tranche; (iii) increased the total committed facility amount from $250 million to $325 million and (iv) reduced (a) the applicable margin with respect to SONIA borrowings from 2.125% to 2.00%, (b) the credit spread adjustment from 0.15% to 0.10% for Term SOFR borrowings with a three-month tenor and from 0.25% to 0.10% for Term SOFR borrowings with a six-month tenor and (c) the applicable margin with respect to all other permitted borrowing rates from 1.125% to 1.000%. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $25 million limit for swingline loans.
Current wording
The Revolving Credit Facility was amended on April 9, 2024 and October 4, 2024. The most recent amendment on October 4, 2024, among other things: (i) extended the Commitment Termination Date and the Final Maturity Date (each as defined below); (ii) added a term loan tranche; (iii) increased the total committed facility amount from $250.0 million to $325.0 million and (iv) reduced (a) the applicable margin with respect to SONIA borrowings from 2.125% to 2.00%, (b) the credit spread adjustment from 0.15% to 0.10% for Term SOFR borrowings with a three-month tenor and from 0.25% to 0.10% for Term SOFR borrowings with a six-month tenor and (c) the applicable margin with respect to all other permitted borrowing rates from 1.125% to 1.000%. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $25.0 million limit for swingline loans.
Previous wording
The notes offered in the 2022 Debt Securitization (the “2022 Notes”) were issued by CLO-I, an indirect, wholly owned, consolidated subsidiary of the Company. The 2022 Notes consisted of $199.0 million of AAA Class A-1 2022 Notes, which bore interest at the three-month Term SOFR plus 1.80%; $34.3 million of AAA Class A-1F 2022 Notes, which bore interest at 4.42%; $47.3 million of AA Class B 2022 Notes, which bore interest at the three-month Term SOFR plus 2.30%; $31.5 million of A Class C 2022 Notes, which bore interest at the three-month Term SOFR plus 3.15%; $27.0 million of BBB Class D 2022 Notes, which bore interest at the three-month Term SOFR plus 4.15%; and $79.3 million of Subordinated 2022 Notes, which do not bear interest. The Company directly owns all of the BBB Class D 2022 Notes and the Subordinated 2022 Notes and, as such, these notes are eliminated in consolidation.
Current wording
The notes offered in the 2022 Debt Securitization (the “2022 Notes”) were issued by CLO-I, a direct, wholly owned, consolidated subsidiary of the Company. The 2022 Notes consisted of $199.0 million of AAA Class A-1 2022 Notes, which bore interest at the three-month Term SOFR plus 1.80%; $34.3 million of AAA Class A-1F 2022 Notes, which bore interest at 4.42%; $47.3 million of AA Class B 2022 Notes, which bore interest at the three-month Term SOFR plus 2.30%; $31.5 million of A Class C 2022 Notes, which bore interest at the three-month Term SOFR plus 3.15%; $27.0 million of BBB Class D 2022 Notes, which bore interest at the three-month Term SOFR plus 4.15%; and $79.3 million of Subordinated 2022 Notes, which do not bear interest. The Company directly owned all of the BBB Class D 2022 Notes and the Subordinated 2022 Notes and, as such, these notes were eliminated in consolidation.
Previous wording
As part of the 2022 Debt Securitization, CLO-I also entered into a loan agreement (the “CLO-I Loan Agreement”) on the CLO-I Original Closing Date, pursuant to which various financial institutions and other persons which are, or may become, parties to the CLO-I Loan Agreement as lenders (the “CLO-I Lenders”) committed to make $30.0 million of AAA Class A-L 2022 Loans to CLO-I (the “2022 Loans” and, together with the 2022 Notes, the “2022 Debt”). The 2022 Loans bore interest at the three-month Term SOFR plus 1.80% and were fully drawn upon the closing of the transactions. Any CLO-I Lender could have elected to convert all of the Class A-L 2022 Loans held by such CLO-I Lenders into Class A-1 2022 Notes upon written notice to CLO-I in accordance with the CLO-I Loan Agreement.
Current wording
As part of the 2022 Debt Securitization, CLO-I also entered into a loan agreement (the “CLO-I Loan Agreement”) on the CLO-I Original Closing Date, pursuant to which certain lenders (the “CLO-I Lenders”) committed to make $30.0 million of AAA Class A-L 2022 Loans to CLO-I (the “2022 Loans” and, together with the 2022 Notes, the “2022 Debt”). The 2022 Loans bore interest at the three-month Term SOFR plus 1.80% and were fully drawn upon the closing of the transactions.
Previous wording
The 2022 Debt was the secured obligation of CLO-I, and the indenture and the CLO-I Loan Agreement, as applicable, governing the 2022 Debt includes customary covenants and events of default. The 2022 Debt was not registered under the Securities Act, or any state “blue sky” laws.
Current wording
The 2022 Debt was the secured obligation of CLO-I, and the indenture and the CLO-I Loan Agreement, as applicable, governing the 2022 Debt included customary covenants and events of default. The 2022 Debt was not registered under the Securities Act, or any state “blue sky” laws.
Previous wording
As part of the CLO-I Refinancing, on the CLO-I Refinancing Date, 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 wording
As part of the CLO-I Refinancing, 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 CLO-I 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.
Showing the first 40 of 54 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
1 Gross commitments at par includes unfunded investment commitments.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Equity Holdings and will be guaranteed by certain of our subsidiaries that are formed or acquired in the future (collectively, the “Guarantors”).