Business Context and Reporting Period
This Form 8-K filing by Nuveen Churchill Direct Lending Corp. (NCDL) reports on events occurring on March 28, 2025. The Company is a direct lending corporation incorporated in Maryland, with its common stock trading on the New York Stock Exchange under the symbol NCDL.
Key Financial Metrics
This filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and share repurchase activities.
Material Changes
The primary material change reported is the amendment and extension of the Company's existing share repurchase plan (the "Company 10b5-1 Plan").
- Plan Extension: The Board of Directors approved extending the plan for an additional 12-month period from its original termination date of March 29, 2025.
- Repurchase Authority: The aggregate purchase limit remains at $99,275,000 for outstanding shares of Common Stock.
- Execution Terms: The plan allows for open market purchases at prices below the net asset value per share, executed by BofA Securities, Inc. as agent.
- Termination Conditions: The amended plan will terminate upon the earliest of: (i) 12 months from March 29, 2025 (excluding suspension periods), (ii) the exhaustion of the $99,275,000 aggregate purchase price, or (iii) other events specified in the plan guidelines.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on financial outlook, or discussion of new risks or contingencies beyond the standard operational context of the share repurchase plan. The repurchases are conducted in accordance with Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934.
Investor Verification Checklist
- Verify the current remaining balance of the $99,275,000 repurchase authorization.
- Review recent trading volumes and prices to assess the likelihood of the plan reaching its aggregate purchase limit within the new 12-month term.
- Confirm the Company's current Net Asset Value (NAV) per share to evaluate the "below NAV" purchase condition.
- Check for any subsequent filings regarding the suspension or early termination of the 10b5-1 Plan.