Nuveen Churchill Direct Lending Corp.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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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.
Sep 30, 2026 · Filed Nov 3, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended September 30, 2026
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from __ to __
Commission file number:000-56133
(Exact name of registrant as specified in its charter)
| Maryland | 84-3613224 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 375 Park Avenue, 9th Floor, New York, NY | 10152 |
| (Address of principal executive offices) | (Zip Code) |
(212)478-9200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, par value $0.01 | NCDL | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ý | Accelerated filer | ¨ |
|---|---|---|---|
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨Noý
As of November 2, 2026, the registrant had 49,108,771 shares of common stock, $0.01 par value, outstanding.
TABLE OF CONTENTS
| PART I · FINANCIAL INFORMATION | ||
|---|---|---|
| Item 1. | Consolidated Financial Statements (Unaudited) | 3 |
| Consolidated Statements of Assets and Liabilities as of September 30, 2026 (Unaudited) and December 31, 2025 | 3 | |
| Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 4 | |
| Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 6 | |
| Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 7 | |
| Consolidated Schedules of Investments as of September 30, 2026 (Unaudited) and December 31, 2025 | 9 | |
| Notes to Consolidated Financial Statements (Unaudited) | 57 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 99 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 121 |
| Item 4. | Controls and Procedures | 123 |
| PART II | OTHER INFORMATION | 124 |
| Item 1. | Legal Proceedings | 124 |
| Item 1A. | Risk Factors | 124 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 125 |
| Item 3. | Defaults Upon Senior Securities | 125 |
| Item 4. | Mine Safety Disclosures | 125 |
| Item 5. | Other Information | 125 |
| Item 6. | Exhibits | 126 |
| Signatures | 127 | |
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on our current expectations and estimates, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
our future operating results;
our business prospects and the prospects of our portfolio companies;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
changes in the markets in which we invest and changes in financial and lending markets generally;
the impact of a protracted decline in the liquidity of credit markets on our business;
the impact of increased competition;
an economic downturn or recession and its impact on the ability of our portfolio companies to operate and the investment opportunities available to us;
the impact of interest rate volatility on our business, our financial condition and our portfolio companies;
the impact of supply chain constraints and labor difficulties on our portfolio companies and the global economy;
the level of inflation and its impact on our portfolio companies and on the industries in which we invest;
the uncertainty associated with the imposition of tariffs and trade barriers and changes in trade policies and its impact on our portfolio companies and the global economy;
the impact of geopolitical conditions, including the conflict between Ukraine and Russia and the turmoil in Europe and the Middle East, and their impact on financial market volatility, global economic markets, and various sectors, industries and markets for commodities globally, such as oil and natural gas;
our contractual arrangements and relationships with third parties;
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
actual and potential conflicts of interest with the Advisers, and/or their respective affiliates;
the ability of our portfolio companies to achieve their objectives;
the use of borrowed money to finance a portion of our investments;
the adequacy of our financing sources and working capital;
the timing of cash flows, if any, from the operations of our portfolio companies;
the ability of the Advisers to locate suitable investments for us and to monitor and administer our investments;
the ability of the Advisers or their respective affiliates to attract and retain highly talented professionals;
our ability to qualify and maintain our qualification as a regulated investment company (a “RIC”) for U.S. federal income tax purposes and operate as a business development company ("BDC"); and
the impact of future legislation and regulation on our business and our portfolio companies.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of forward-looking statements in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements except as otherwise provided by law.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.