PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements, detailing the company's financial position, performance, cash flows, and investment portfolio with explanatory notes Consolidated Statements of Assets and Liabilities The company's total assets decreased from $2.14 billion as of December 31, 2024, to $2.07 billion as of June 30, 2025, with total net assets decreasing significantly to $887.7 million Consolidated Statements of Assets and Liabilities (in thousands) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | Change (vs. Dec 31, 2024) | | :--------------------------------------- | :------------------------ | :---------------- | :------------------------ | | Total Assets | $2,074,396 | $2,143,725 | $(69,329) | | Total Liabilities | $1,186,658 | $1,173,405 | $13,253 | | Total Net Assets | $887,738 | $970,320 | $(82,582) | | Net Asset Value per Share | $17.92 | $18.18 | $(0.26) | Consolidated Statements of Operations Net investment income decreased for both the three and six months ended June 30, 2025, primarily due to higher expenses and lower interest income, alongside net realized losses and unrealized depreciation Consolidated Statements of Operations (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :------------------------------------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Total Investment Income | $53,132 | $55,089 | $(1,957) | $106,718 | $106,684 | $34 |\n| Net Expenses after Incentive Fees Waived | $30,276 | $24,081 | $6,195 | $56,410 | $45,943 | $10,467 |\n| Net Investment Income | $22,856 | $31,008 | $(8,152) | $50,308 | $60,741 | $(10,433) |\n| Net Realized Gain (Loss) on Investments | $(10,702) | $1,017 | $(11,719) | $(9,599) | $(2,608) | $(6,991) |\n| Total Net Change in Unrealized Appreciation (Depreciation) | $3,862 | $(11,820) | $15,682 | $(9,672) | $(7,904) | $(1,768) |\n| Net Increase (Decrease) in Net Assets from Operations | $16,016 | $20,205 | $(4,189) | $31,037 | $50,229 | $(19,192) |\n| Net Investment Income per Share | $0.46 | $0.57 | $(0.11) | $0.98 | $1.13 | $(0.15) |\n| Net Increase (Decrease) in Net Assets per Share | $0.32 | $0.37 | $(0.05) | $0.61 | $0.93 | $(0.32) | Consolidated Statements of Changes in Net Assets The company experienced a net decrease in net assets of $82.6 million for the six months ended June 30, 2025, primarily due to shareholder distributions and significant share repurchases Consolidated Statements of Changes in Net Assets (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :------------------------------------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Net Increase (Decrease) in Net Assets from Operations | $16,016 | $20,205 | $(4,189) | $31,037 | $50,229 | $(19,192) |\n| Net Increase (Decrease) from Shareholder Distributions | $(22,297) | $(30,108) | $7,811 | $(50,562) | $(54,775) | $4,213 |\n| Net Increase (Decrease) from Capital Share Transactions | $(26,001) | $(1,958) | $(24,043) | $(63,057) | $243,033 | $(306,090) |\n| Total Increase (Decrease) in Net Assets | $(32,282) | $(11,861) | $(20,421) | $(82,582) | $238,487 | $(321,069) |\n| Net Assets, End of Period | $887,738 | $986,372 | $(98,634) | $887,738 | $986,372 | $(98,634) | Consolidated Statements of Cash Flows For the six months ended June 30, 2025, net cash provided by operating activities significantly improved to $128.3 million, while net cash used in financing activities shifted to $(127.6) million due to increased debt repayments and share repurchases Consolidated Statements of Cash Flows (in thousands) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :------------------------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net Increase (Decrease) in Net Assets from Operations | $31,037 | $50,229 | $(19,192) |\n| Purchase of Investments | $(234,080) | $(509,305) | $275,225 |\n| Proceeds from Principal Repayments and Sales of Investments | $310,552 | $154,873 | $155,679 |\n| Net Cash Provided by (Used in) Operating Activities | $128,337 | $(266,917) | $395,254 |\n| Proceeds from Issuance of Common Shares, Net | — | $241,657 | $(241,657) |\n| Shareholder Distributions | $(57,733) | $(40,825) | $(16,908) |\n| Repurchases of Common Shares | $(63,057) | $(5,149) | $(57,908) |\n| Proceeds from Debt | $849,322 | $546,250 | $303,072 |\n| Repayments on Debt | $(850,571) | $(469,377) | $(381,194) |\n| Net Cash Provided by (Used in) Financing Activities | $(127,633) | $270,508 | $(398,141) |\n| Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash | $704 | $3,591 | $(2,887) |\n| Cash and Cash Equivalents and Restricted Cash, End of Period | $44,008 | $71,036 | $(27,028) | Consolidated Schedules of Investments Total investments and cash equivalents decreased to $2.03 billion as of June 30, 2025, with First-Lien Debt remaining the largest component and Healthcare & Pharmaceuticals the top industry sector Total Investments and Cash Equivalents (in thousands) | Investment Type | June 30, 2025 (Fair Value) | December 31, 2024 (Fair Value) | Change (YoY) | | :-------------------------------- | :--------------------------- | :--------------------------- | :----------- | | First-Lien Debt | $1,793,249 | $1,885,643 | $(92,394) |\n| Subordinated Debt | $160,006 | $159,138 | $868 |\n| Equity Investments | $39,549 | $36,598 | $2,951 |\n| Cash Equivalents | $40,798 | $40,842 | $(44) |\n| Total Investments and Cash Equivalents | $2,033,602 | $2,122,221 | $(88,619) | Industry Composition by Fair Value (Top 5) | Industry | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Healthcare & Pharmaceuticals | 17.32 % | 14.47 % |\n| Services: Business | 16.21 % | 16.48 % |\n| Beverage, Food & Tobacco | 7.63 % | 6.95 % |\n| Construction & Building | 7.21 % | 5.54 % |\n| Telecommunications | 3.50 % | 3.19 % | Notes to Consolidated Financial Statements The notes detail the company's organization, accounting policies, investment portfolio, derivatives, fair value measurements, related party transactions, borrowings, commitments, net assets, earnings per share, financial highlights, and subsequent events - The company completed its IPO on January 29, 2024, with common stock trading on the NYSE under the symbol "NCDL" since January 25, 2024149352 - The Wells Fargo Financing Facility was fully repaid and terminated on January 23, 2025250413 - The company completed a $457.975 million refinancing of the 2022 Debt Securitization (CLO-I Refinancing) on March 20, 2025272429 Note 1. Organization Nuveen Churchill Direct Lending Corp. is a BDC and RIC, primarily investing in senior secured loans to U.S. middle market companies, externally managed by Churchill DLC Advisor LLC and its sub-advisers - The company's investment objective is to generate attractive risk-adjusted returns primarily through current income by investing primarily in senior secured loans to private equity-owned U.S. middle market companies (EBITDA $10 million-$250 million)145348 - The company is externally managed by Churchill DLC Advisor LLC (Adviser), with day-to-day portfolio management delegated to Churchill Asset Management LLC (Churchill) and Nuveen Asset Management, LLC (Nuveen Asset Management) for liquid investments146349 - The company's common stock began trading on the NYSE under the symbol "NCDL" on January 25, 2024, following its IPO on January 29, 2024149352 Note 2. Significant Accounting Policies The financial statements adhere to U.S. GAAP for investment companies, with key policies covering consolidation, estimates, fair value measurement (Level 1, 2, 3), revenue recognition, and RIC tax treatment - Investments are valued at fair value according to ASC Topic 820, prioritizing market-based inputs (observable) over entity-specific inputs (unobservable)156 - The fair value hierarchy categorizes inputs into Level 1 (unadjusted, quoted prices in active markets), Level 2 (quoted prices in inactive markets or observable inputs), and Level 3 (unobservable inputs)157 - The company accrues interest income, including payment-in-kind (PIK) income, and recognizes dividend income on preferred equity on an accrual basis, and on common equity on the record/ex-dividend date172173174 - Loans are generally placed on non-accrual status upon payment default or if collectibility of contractual payments is doubtful176 Note 3. Investments As of June 30, 2025, total investments at fair value were $1.99 billion, predominantly First-Lien Debt, with a weighted average yield on debt and income-producing investments decreasing to 10.08% at cost Investment Composition by Type (in thousands) | Investment Type | June 30, 2025 (Fair Value) | % of Fair Value (June 30, 2025) | December 31, 2024 (Fair Value) | % of Fair Value (Dec 31, 2024) | | :---------------- | :--------------------------- | :------------------------------ | :--------------------------- | :------------------------------ | | First-Lien Debt | $1,793,249 | 89.99 % | $1,885,643 | 90.59 % |\n| Subordinated Debt | $160,006 | 8.03 % | $159,138 | 7.65 % |\n| Equity Investments | $39,549 | 1.98 % | $36,598 | 1.76 % |\n| Total | $1,992,804 | 100.00 % | $2,081,379 | 100.00 % | Geographic Composition of Investments (June 30, 2025) | Region | Fair Value (in thousands) | % of Total Investments at Fair Value | | :------------- | :------------------------ | :----------------------------------- | | United States | $1,909,053 | 95.80 % |\n| Canada | $43,253 | 2.17 % |\n| Germany | $27,575 | 1.38 % |\n| United Kingdom | $12,923 | 0.65 % | Weighted Average Yields on Investments | Metric | June 30, 2025 | December 31, 2024 | | :---------------------------------------------- | :------------ | :---------------- | | Weighted average yield on debt and income producing investments, at cost | 10.08 % | 10.33 % |\n| Weighted average yield on debt and income producing investments, at fair value | 10.20 % | 10.41 % | Note 4. Derivatives The company uses interest rate swaps to manage interest rate risk, entering into a $300 million notional swap on January 22, 2025, designated as a fair value hedge for the 2030 Notes - On January 22, 2025, the company entered into an interest rate swap agreement with Wells Fargo Bank, N.A. for a notional amount of $300 million, maturing on March 15, 2030203 - Under the swap, the company receives a fixed interest rate of 6.65% and pays a floating interest rate of three-month Term SOFR + 2.3015%203 - As of June 30, 2025, the fair value of the interest rate swap was $18.85 million, recorded as a derivative asset, and $18.57 million of collateral was received204 Note 5. Fair Value Measurements The majority of the company's investments are valued using Level 3 inputs, totaling $1.99 billion as of June 30, 2025, with the Yield Method and Market Approach as primary valuation techniques Fair Value Measurements by Level (in thousands) | Metric | June 30, 2025 (Level 3) | December 31, 2024 (Level 3) | | :-------------------------------- | :------------------------ | :-------------------------- | | First-Lien Debt | $1,790,722 | $1,806,850 |\n| Subordinated Debt | $160,006 | $150,779 |\n| Equity Investments | $35,529 | $36,598 |\n| Total Level 3 Investments | $1,986,257 | $1,994,227 | - The majority of investments are valued using Level 3 inputs, with the Yield Method and Market Approach being the primary valuation techniques for debt and equity investments, respectively218219 - Transfers between levels are recognized at the beginning of the period and result from changes in the observability of significant inputs210213 Note 6. Related Party Transactions The company has various related party agreements, and effective March 31, 2025, the management fee base rate increased to 1.00%, and the incentive fee waiver expired - The company's management fee base rate increased from 0.75% to 1.00% of Average Total Assets, effective March 31, 2025231381 - The Adviser's waiver of incentive fees on income and capital gains expired effective March 31, 2025233382 Management and Incentive Fees (in thousands) | Fee Type | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Management Fees | $5,179 | $3,590 | $9,093 | $6,854 |\n| Incentive Fees on Net Investment Income | $2,827 | $3,075 | $5,080 | $7,534 |\n| Incentive Fees Waived | — | $(3,075) | $(2,253) | $(7,534) | Note 7. Borrowings Total debt outstanding was $1.11 billion as of June 30, 2025, with an asset coverage ratio of 179.67%, and the average interest rate on borrowings for the six months ended June 30, 2025, was 6.59% - The Wells Fargo Financing Facility was fully repaid and terminated on January 23, 2025250413 - On January 22, 2025, the company issued $300 million in 6.650% Notes due 2030 (2030 Notes)295446 Summary of Borrowings (in thousands) | Debt Type | Total Commitment (June 30, 2025) | Amount Outstanding (June 30, 2025) | | :---------------------- | :------------------------------- | :--------------------------------- | | 2030 Notes | $300,000 | $300,000 |\n| CLO-I | $321,400 | $321,400 |\n| CLO-II | $213,857 | $213,857 |\n| CLO-III | $214,250 | $214,250 |\n| Revolving Credit Facility | $325,000 | $64,750 |\n| Total | $1,374,507 | $1,114,257 | Average Interest Rate and Borrowings | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | | Average Interest Rate | 6.59 % | 7.71 % |\n| Average Daily Borrowings | $1,168,419 | $879,476 | Note 8. Commitments and Contingencies The company had total unfunded investment commitments of $201.6 million as of June 30, 2025, and believes it has adequate financial resources to meet these obligations Total Unfunded Investment Commitments (in thousands) | Date | Total Unfunded Commitments | | :--------------- | :------------------------- | | June 30, 2025 | $201,598 |\n| December 31, 2024 | $235,678 | - The company believes it has adequate financial resources to satisfy its unfunded investment commitments314 Note 9. Net Assets The company has 500 million authorized common shares, established a $200 million ATM Program in March 2025, and operates an "opt-out" dividend reinvestment plan and a share repurchase plan - The company has 500 million authorized common shares, par value $0.01 per share317 - An equity at-the-market (ATM) offering program was established on March 10, 2025, to sell up to $200 million in common stock, with no sales as of June 30, 2025319320 - The company has an "opt-out" dividend reinvestment plan and a share repurchase plan (Company 10b5-1 Plan) to buy back shares when the market price is below NAV328189 Share Repurchase Activity (in thousands, except per share data) | Period (Cumulative) | Total Number of Shares Repurchased | Average Price Paid per Share | Approximate Dollar Value of Shares Purchased | | :------------------ | :--------------------------------- | :--------------------------- | :------------------------------------------- | | April 1, 2024 - June 30, 2025 | 5,782,552 | $16.70 | $96,586 | Note 10. Earnings Per Share Basic and diluted earnings per share for the three months ended June 30, 2025, were $0.32, and $0.61 for the six months, reflecting a decrease in net assets from operations Earnings Per Share (Basic and Diluted) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Increase (Decrease) in Net Assets from Operations per Share | $0.32 | $0.37 | $0.61 | $0.93 |\n| Weighted Average Common Shares Outstanding | 50,183,714 | 54,789,044 | 51,191,926 | 53,773,698 | Note 11. Consolidated Financial Highlights For the six months ended June 30, 2025, net asset value per share decreased to $17.92, with a total return based on NAV of 4.77% and an asset coverage ratio of 179.67% Consolidated Financial Highlights (6 Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------------------- | :----- | :----- | | Net Asset Value, End of Period | $17.92 | $18.03 |\n| Net Investment Income per Share | $0.98 | $1.13 |\n| Net Increase (Decrease) in Net Assets from Operations per Share | $0.61 | $0.93 |\n| Shareholder Distributions per Share | $(1.00) | $(1.00) |\n| Total Return Based on Net Asset Value | 4.77 % | 5.25 % |\n| Total Return Based on Market Value | 2.57 % | 2.02 % |\n| Asset Coverage Ratio | 179.67 % | 195.88 % | Note 12. Subsequent Events Subsequent to June 30, 2025, the Board declared a regular dividend of $0.45 per share, and the Company 10b5-1 Plan was terminated after reaching its $99.3 million purchase limit - On July 30, 2025, the Board declared a regular dividend of $0.45 per share, payable on October 28, 2025343475 - The Company 10b5-1 Plan was terminated on July 21, 2025, after reaching its aggregate purchase price limit of $99.275 million344476500 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's business, investment strategy, and financial performance for the three and six months ended June 30, 2025, covering income, expenses, liquidity, and critical accounting policies Overview Nuveen Churchill Direct Lending Corp. is a BDC and RIC focused on generating returns through senior secured loans to U.S. middle market companies, externally managed and publicly traded since January 2024 - The company is a closed-end, externally managed, non-diversified management investment company regulated as a BDC and intends to qualify annually as a RIC347 - Investment objective is to generate attractive risk-adjusted returns primarily through current income by investing in senior secured loans to private equity-owned U.S. middle market companies (EBITDA $10 million-$250 million)348 - The company's common stock began trading on the NYSE under the symbol "NCDL" on January 25, 2024, following its IPO on January 29, 2024352 Key Components of Our Results of Operations The company's investment activity and revenue generation are driven by market conditions and regulatory requirements, with revenues primarily from interest income on debt investments and expenses including advisory and administration fees - The company generates revenue primarily from interest income on debt investments, with additional income from dividends and capital gains356 - Debt investments generally bear interest at a floating rate, typically based on SOFR356 - Expenses include organizational costs, valuation costs, due diligence expenses, leverage costs, offering expenses, investment advisory fees, administration fees, directors' fees, and other general administrative expenses357358 Portfolio and Investment Activity For the six months ended June 30, 2025, net funded investment activity decreased by $430.9 million to $(76.5) million, with the weighted average annual interest rate on new debt investments decreasing to 9.31% Net Funded Investment Activity (in thousands) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :--------------------------- | :--------------------------- | :----------- | | New Gross Commitments at Par | $213,937 | $567,033 | $(353,096) |\n| Net Investments Funded | $234,080 | $509,305 | $(275,225) |\n| Investments Sold or Repaid | $(310,552) | $(154,873) | $(155,679) |\n| Net Funded Investment Activity | $(76,472) | $354,432 | $(430,904) | New Investment Activity Metrics | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------------------------- | :--------------------------- | :--------------------------- | | Weighted average annual interest rate on new debt investments at par | 9.31 % | 10.37 % |\n| Weighted average spread on new floating rate debt investments at par | 4.80 % | 4.93 % | - The weighted average reported annual EBITDA of the debt portfolio was $73.1 million362 - The weighted average interest coverage ratio for first-lien loans was 2.27x362 - Approximately 87.80% of debt investments have financial covenants362 Asset Quality The company monitors credit risk using an internal rating system, with a weighted average Internal Risk Rating of 4.15 as of June 30, 2025, and one portfolio company on non-accrual status - The company uses an internal investment rating system (1-10, with 10 indicating probable loss) to characterize and monitor the credit profile and expected returns of each investment371 Investment Ratings Distribution (June 30, 2025) | Rating | Fair Value (in thousands) | % of Portfolio | Number of Portfolio Companies | | :----- | :------------------------ | :------------- | :---------------------------- | | 3 | $159,051 | 7.98 % | 10 |\n| 4 | $1,557,345 | 78.15 % | 158 |\n| 5 | $130,976 | 6.57 % | 16 |\n| 6 | $109,748 | 5.51 % | 17 |\n| 7 | $35,684 | 1.79 % | 6 |\n| Total | $1,992,804 | 100.00 % | 207 | - As of June 30, 2025, the weighted average Internal Risk Rating was 4.15, with one portfolio company on non-accrual status (0.36% of total investments at amortized cost)374 Results of Operations Net investment income decreased by $8.2 million for the three months and $10.4 million for the six months ended June 30, 2025, primarily due to higher expenses and the expiration of incentive fee waivers, alongside significant net realized losses Key Operating Results (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Investment Income | $22,856 | $31,008 | $50,308 | $60,741 |\n| Total Expenses before Incentive Fees Waived | $30,276 | $27,156 | $58,663 | $53,477 |\n| Net Realized Gain (Loss) on Investments | $(10,702) | $1,017 | $(9,599) | $(2,608) |\n| Net Change in Unrealized Appreciation (Depreciation) | $3,862 | $(11,820) | $(9,672) | $(7,904) | - Interest and debt financing expenses increased due to higher average daily borrowings and non-recurring expenses related to the termination of the Wells Fargo Financing Facility and CLO-I Refinancing379380 - Management fees increased due to the base rate rising from 0.75% to 1.00% effective March 31, 2025, and incentive fee waivers expired381382 - Net realized loss for the three and six months ended June 30, 2025, was primarily driven by the restructuring of an underperforming debt position384 Financial Condition, Liquidity and Capital Resources The company maintains adequate liquidity from investment income, repayments, and borrowings, with $260.3 million available under its Revolving Credit Facility and an asset coverage ratio of 179.67% as of June 30, 2025 - Liquidity is generated from investment income, principal repayments, public offerings of debt and equity, and net borrowings from the Revolving Credit Facility and CLO debt issuances387 - As of June 30, 2025, the company had $260.3 million available under its Revolving Credit Facility390 - The asset coverage ratio was 179.67% as of June 30, 2025, indicating compliance with the 1940 Act's borrowing requirements389 - For the six months ended June 30, 2025, cash and cash equivalents increased by $704 thousand, with $128.3 million provided by operating activities and $(127.6) million used in financing activities392 Equity The company has 500 million authorized common shares, established a $200 million ATM Program in March 2025, and operates an "opt-out" dividend reinvestment plan and a share repurchase plan - The company has 500 million authorized common shares, par value $0.01 per share394 - An equity at-the-market (ATM) offering program was established on March 10, 2025, to sell up to $200 million in common stock, with no sales as of June 30, 2025397398 - The company has an "opt-out" dividend reinvestment plan and a share repurchase plan (Company 10b5-1 Plan) to buy back shares when the market price is below NAV400406 Share Repurchase Activity (in thousands, except per share data) | Period (Cumulative) | Total Number of Shares Repurchased | Average Price Paid per Share | Approximate Dollar Value of Shares Purchased | | :------------------ | :--------------------------------- | :--------------------------- | :------------------------------------------- | | April 1, 2024 - June 30, 2025 | 5,782,552 | $16.70 | $96,586 | Borrowings The company's debt obligations include a Revolving Credit Facility, CLO-I, CLO-II, CLO-III, and 2030 Notes, with the Wells Fargo Financing Facility terminated in January 2025 and the CLO-I refinanced in March 2025 - The Wells Fargo Financing Facility was fully repaid and terminated on January 23, 2025413 - The Revolving Credit Facility was amended on October 4, 2024, increasing the committed amount to $325 million and extending the Commitment Termination Date to October 4, 2028, and Final Maturity Date to October 4, 2029420421 - The CLO-I was refinanced on March 20, 2025, with $457.975 million in 2025 Notes and Class A-L-R 2025 Loans429430431 - On January 22, 2025, the company issued $300 million in 6.650% Notes due 2030446 Contractual Maturities of Debt Obligations (in thousands) | Debt Obligation | Total (June 30, 2025) | 3 to 5 years (June 30, 2025) | More than 5 Years (June 30, 2025) | | :---------------------- | :-------------------- | :--------------------------- | :-------------------------------- | | Revolving Credit Facility | $64,750 | $64,750 | — |\n| CLO-I | $321,400 | — | $321,400 |\n| CLO-II | $213,857 | — | $213,857 |\n| CLO-III | $214,250 | — | $214,250 |\n| 2030 Notes | $300,000 | $300,000 | — |\n| Total Debt Obligations | $1,114,257 | $364,750 | $749,507 | Derivatives The company uses interest rate swaps to mitigate interest rate risk, including a $300 million fixed-to-floating swap entered on January 22, 2025, designated as a fair value hedge for the 2030 Notes - The company uses interest rate swaps to mitigate interest rate risk associated with its fixed rate liabilities450 - On January 22, 2025, the company entered into a fixed-to-floating interest rate swap for a notional amount of $300 million, designated as a fair value hedge for the 2030 Notes451 Related-Party Transactions The company maintains various business relationships with affiliated parties through advisory and administration agreements, and an application for co-investment exemptive relief was filed in May 2025 - The company has business relationships with affiliated parties through the Advisory Agreement, CAM Sub-Advisory Agreement, NAM Sub-Advisory Agreement, and Administration Agreement453 - An application for co-investment exemptive relief was filed in May 2025, expected to be granted around August 5, 2025, to permit co-investment transactions with other affiliated funds under specific conditions454 Off-Balance Sheet Arrangements The company enters into contracts with indemnifications or warranties, believing enforcement likelihood is remote, and holds unfunded investment commitments including delayed draw and equity commitments - The company enters into contracts with indemnifications or warranties, but believes the likelihood of enforcement is remote455 - The company has unfunded investment commitments, including delayed draw commitments, revolvers, and equity investment commitments455 Critical Accounting Policies and Estimates The most significant critical accounting policies and estimates pertain to the valuation of portfolio investments, revenue recognition, and U.S. federal income taxes, with investment valuation involving subjective judgments for illiquid securities - The most significant critical accounting policies and estimates are related to the Valuation of Portfolio Investments, Revenue Recognition, and U.S. Federal Income Taxes457 - The valuation of investments is the most significant critical estimate, involving subjective judgments for illiquid debt and equity securities of private companies478465 - The company's accounting policy on income taxes is critical because failure to maintain RIC status would require recording a significant provision for U.S. federal income taxes474 Recent Developments Subsequent to June 30, 2025, the Board declared a regular dividend of $0.45 per share, and the Company 10b5-1 Plan was terminated after reaching its $99.3 million purchase limit - On July 30, 2025, the Board declared a regular dividend of $0.45 per share, payable on October 28, 2025475 - The Company 10b5-1 Plan was terminated on July 21, 2025, after reaching its aggregate purchase price limit of $99.3 million476 Item 3. Quantitative and Qualitative Disclosures About Market Risk The company faces valuation risk from illiquid investments and interest rate risk from floating-rate debt and borrowings, with a hypothetical 100 basis point interest rate increase impacting net income by $3.757 million - The company is subject to valuation risk due to investments primarily in illiquid debt and equity securities of private companies, which are valued at fair value using subjective judgments478 - The company is subject to interest rate risk, as its net investment income is affected by the difference between investment rates and borrowing rates, especially with predominantly floating-rate debt investments (94.32%) and borrowings479481 Estimated Impact of Interest Rate Changes on Net Income (in thousands) | Changes in Interest Rates | Net Income Impact | | :------------------------ | :---------------- | | -300 Basis Points | $(11,255) |\n| -200 Basis Points | $(7,510) |\n| -100 Basis Points | $(3,757) |\n| +100 Basis Points | $3,757 |\n| +200 Basis Points | $7,513 |\n| +300 Basis Points | $11,269 | Item 4. Controls and Procedures As of June 30, 2025, the company's disclosure controls and procedures were deemed effective, with no material changes in internal controls over financial reporting during the quarter - As of June 30, 2025, the company's disclosure controls and procedures were effective, providing reasonable assurance of timely and accurate information disclosure487 - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter488 PART II. OTHER INFORMATION Item 1. Legal Proceedings The company, its subsidiaries, and advisers are not currently subject to any material legal proceedings, nor are any threatened - The company is not currently subject to any material legal proceedings, nor are any material legal proceedings threatened against it490 Item 1A. Risk Factors No material changes to previously disclosed risk factors were reported, other than potential negative impacts from changes to U.S. tariff and import/export regulations and broader U.S. policy shifts - No material changes to risk factors were reported, other than those related to potential negative impacts from changes to U.S. tariff and import/export regulations491492 - U.S. policy changes, including trade policies and tariffs, could adversely affect the company's ability to source, negotiate, execute, manage, or exit investments and impact portfolio companies' financial condition492493 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company did not sell any unregistered securities but repurchased 5,782,552 shares for $96.586 million under its 10b5-1 Plan, which was terminated on July 21, 2025 - No unregistered securities were sold during the period covered by this report494 - The company repurchased 5,782,552 shares for approximately $96.586 million under the Company 10b5-1 Plan from inception through June 30, 2025500 - The Company 10b5-1 Plan was terminated on July 21, 2025, after reaching its aggregate purchase price limit of $99.3 million500 Item 3. Defaults Upon Senior Securities None reported - No defaults upon senior securities were reported501 Item 4. Mine Safety Disclosures Not applicable - Mine Safety Disclosures are not applicable to the company502 Item 5. Other Information No director or officer entered into any Rule 10b5-1(c) trading arrangements or non-Rule 10b5-1 trading arrangements during the period - No director or officer entered into any Rule 10b5-1(c) trading arrangements or non-Rule 10b5-1 trading arrangements during the period503 Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including Articles of Amendment, Bylaws, Indentures, Certifications, and XBRL documents - Exhibits include Articles of Amendment and Restatement, Bylaws, Indentures, Certifications of CEO and CFO, and Inline XBRL documents505
Nuveen Churchill Direct Lending(NCDL) - 2025 Q2 - Quarterly Report