Form type: 10-Q
Period end: 2026-06-30
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |
|---|---|---|---|---|
| Total Revenue | ||||
| Total COGS | ||||
| Gross Profit | ||||
| Administrative fees | 593,000.00 | 490,000.00 | ||
| Incentive fees | 646,000.00 | 2,827,000.00 | ||
| Interest and debt financing expenses | 16,565,000.00 | 20,105,000.00 | ||
| Management fees | 4,933,000.00 | 5,179,000.00 | ||
| Net change in unrealized appreciation (depreciation) on investments | 5,366,000.00 | -3,862,000.00 | ||
| Net realized gain (loss) on investments | 11,261,000.00 | 10,702,000.00 | ||
| Other expenses | 142,000.00 | 156,000.00 | ||
| Other general and administrative expenses | 223,000.00 | 411,000.00 | ||
| Other income statement items (derived) | -44,330,000.00 | -53,132,000.00 | ||
| Professional fees | 1,007,000.00 | 1,108,000.00 | ||
| Total Expenses | - | - | - | - |
| Net Income | ||||
| Basic earnings per share |
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Assets | ||
| Cash and cash equivalents | 40,759,000.00 | 53,927,000.00 |
| Interest receivable | 13,491,000.00 | 13,729,000.00 |
| Investments at fair value | 1,918,917,000.00 | 1,962,449,000.00 |
| Other assets (derived) | 9,781,000.00 | 15,810,000.00 |
| Restricted cash and equivalents | 4,997,000.00 | 8,554,000.00 |
| Total Assets | ||
| Liabilities | ||
| Accounts payable and accrued liabilities | 2,465,000.00 | 3,900,000.00 |
| Debt | 1,093,517,000.00 | 0.00 |
| Distributions payable | 18,741,000.00 | 22,224,000.00 |
| Other liabilities (derived) | 24,257,000.00 | 38,113,000.00 |
| Secured borrowings, net | 0.00 | 1,115,052,000.00 |
| Total Liabilities | ||
| Equity | ||
| Stockholders equity | 848,965,000.00 | 875,180,000.00 |
| Total Equity | ||
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |
|---|---|---|
| Operating activities | ||
| Net income | 12,281,000.00 | 31,037,000.00 |
| Changes in operating assets and liabilities, net | 35,002,000.00 | 97,300,000.00 |
| Net cash from operating activities | ||
| Investing activities | ||
| Investing activities, net | 0.00 | 0.00 |
| Net cash from investing activities | ||
| Financing activities | ||
| Financing activities, net | -64,008,000.00 | -127,633,000.00 |
| Net cash from financing activities | - | - |
| Net change in cash | - | |
| Cash at beginning of period | 43,304,000.00 | |
| Cash at end of period | 44,008,000.00 | |
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |
|---|---|---|
| Balance at beginning of period | 875,180,000.00 | 970,320,000.00 |
| Net income | 12,281,000.00 | 31,037,000.00 |
| Other equity movements | -38,496,000.00 | -113,619,000.00 |
| Balance at end of period | 848,965,000.00 | 887,738,000.00 |
Nuveen Churchill Direct Lending Corp. is a public reporting company, and the accompanying condensed financial statements as of and for the period ended June 30, 2026 are unaudited and have been prepared from the Company's books and records; in the opinion of management, they include all adjustments necessary for a fair statement of the results presented, and interim results are not necessarily indicative of the results that may be expected for a full fiscal year. A description of the Company's principal products, services, markets, and strategy is included in its prior SEC filings. The Company's expenses include, among other items, organizational costs; the costs of calculating net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Advisers in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies; fees and expenses payable to third parties in monitoring financial and legal affairs and in analyzing investment opportunities; and costs and expenses incurred in connection with the incurrence of leverage and indebtedness, including borrowings, credit facilities, securitizations and margin financing.
The Company recorded no revenue for the period, and net income for the period was $3,594,000. Results for the period reflected a net realized loss on investments of $11,261,000, compared with $10,702,000 in the prior period, and a net change in unrealized depreciation on investments of $5,366,000, compared with net unrealized appreciation of $3,862,000 in the prior period. Operating expenses included management fees of $4,933,000, down 4.7% from $5,179,000; incentive fees of $646,000, down 77.1% from $2,827,000; interest and debt financing expenses of $16,565,000, down 17.6% from $20,105,000; administrative fees of $593,000, up 21.0% from $490,000; professional fees of $1,007,000, down 9.1% from $1,108,000; other general and administrative expenses of $223,000, down 45.7% from $411,000; and other expenses of $142,000, down 9.0% from $156,000. These amounts were partially offset by other income statement items of $44,330,000 of income, compared with $53,132,000 of income in the prior period.
Basic earnings per share is computed using weighted-average basic shares outstanding of 49,387,065, which, applied to net income of $3,594,000, results in basic earnings per share of approximately $0.07 for the period. With respect to borrowings, debt outstanding was $1,093,517,000 at period end, compared with no such balance in the prior period, while secured borrowings, net were repaid in full from a prior-period balance of $1,114,844,000, and total liabilities were $1,138,980,000. Other liability balances at period end included accounts payable and accrued liabilities of $2,465,000, down 3.3% from $2,549,000, and other liabilities of $24,257,000, down 48.4% from $46,968,000.
Stockholders' equity was $848,965,000 at period end, a decrease of 4.4% from $887,738,000 in the prior period. Distributions payable were $18,741,000 at period end, down 15.9% from $22,297,000. At period end, the Company also held cash and cash equivalents of $40,759,000, down 7.4% from $44,008,000; restricted cash and equivalents of $4,997,000, with no comparable prior-period balance; investments at fair value of $1,918,917,000; and interest receivable of $13,491,000, down 21.6% from $17,201,000.
| Current | Prior | |
|---|---|---|
| Debt | 1,093,517,000.00 | 0.00 |
| Secured borrowings, net | 0.00 | 1,115,052,000.00 |
| Total debt | 1,093,517,000.00 | 1,115,052,000.00 |
| Current | Prior | |
|---|---|---|
| Stockholders equity | 848,965,000.00 | 875,180,000.00 |
| Total stockholders' equity | 848,965,000.00 | 875,180,000.00 |
The following discussion should be read in conjunction with our unaudited financial statements and the related notes included elsewhere in this report. Nuveen Churchill Direct Lending Corp. is a public reporting company. For the period ended June 30, 2026, we recorded net income of $3.6 million, or approximately $0.07 per share based on weighted-average basic shares outstanding of 49,387,065. Our results reflected other income items of $44.3 million, compared with $53.1 million in the comparable prior-year period, a decrease of 16.6%. This income was partially offset by a net realized loss on investments of $11.3 million, compared with a net realized loss of $10.7 million in the prior-year period, and net unrealized depreciation on investments of $5.4 million, compared with net unrealized appreciation of $3.9 million in the prior-year period.
Total operating expenses declined from the comparable prior-year period, driven primarily by lower borrowing and incentive-related costs. Interest and debt financing expenses decreased 17.6% to $16.6 million from $20.1 million, and incentive fees decreased 77.1% to $0.6 million from $2.8 million. Management fees decreased 4.7% to $4.9 million from $5.2 million, professional fees decreased 9.1% to $1.0 million from $1.1 million, and other general and administrative expenses decreased 45.7% to $0.2 million from $0.4 million. These decreases were partially offset by a 21.0% increase in administrative fees to $0.6 million from $0.5 million. Other expenses decreased 9.0% to $0.1 million from $0.2 million.
As of June 30, 2026, we held cash and cash equivalents of $40.8 million, a decrease of 7.4% from $44.0 million in the prior period, and restricted cash and equivalents of $5.0 million. Investments at fair value totaled $1,918.9 million as of period end. During the period, our capital structure shifted, with debt of $1,093.5 million outstanding as of period end and secured borrowings, net, reduced to zero from $1,114.8 million in the prior period. Total liabilities were $1,139.0 million and total stockholders' equity was $849.0 million as of period end, with stockholders' equity down 4.4% from $887.7 million in the prior period. Distributions payable decreased 15.9% to $18.7 million from $22.3 million, accounts payable and accrued liabilities decreased 3.3% to $2.5 million from $2.5 million, and other liabilities decreased 48.4% to $24.3 million from $47.0 million. Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and we do not have material foreign currency or commodity price exposure. We continue to monitor our interest rate exposure and market conditions and may adjust our positioning as circumstances warrant. Management believes that our cash and cash equivalents, together with our other sources of liquidity and capital resources, will be sufficient to meet our operating needs and obligations for at least the next twelve months.
Our primary market risk exposure is interest rate risk on our cash, cash equivalents, and short-term investments. The company's primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments. As of June 30, 2026, we held cash and cash equivalents of $40,759,000, compared with $44,008,000 in the prior period, restricted cash and equivalents of $4,997,000, and interest receivable of $13,491,000, compared with $17,201,000 in the prior period. Changes in interest rates also affect the cost of our borrowings; as of the end of the period, we had debt of $1,093,517,000, while secured borrowings, net, declined to zero from $1,114,844,000 in the prior period, and interest and debt financing expenses decreased 17.6% to $16,565,000 from $20,105,000.
In addition to interest rate risk, our results are affected by changes in the fair value of our investment portfolio. Investments at fair value totaled $1,918,917,000 as of the end of the period. We recognized a net realized loss on investments of $11,261,000 in the current period compared with a realized loss of $10,702,000 in the prior period, and a net unrealized depreciation loss on investments of $5,366,000 in the current period compared with net unrealized appreciation income of $3,862,000 in the prior period. We may also be subject to risks associated with our investment in the Joint Venture, as from time to time we may hold a portion of our investments through partnerships, joint ventures, or other entities with third-party investors, including through the Joint Venture.
We do not have material foreign currency or commodity price exposure. Accordingly, we have not entered into hedging arrangements with respect to foreign currency or commodity price risk during the period, and our market risk disclosures are focused principally on interest rate risk and the valuation of our investment portfolio. Future changes in market conditions, including movements in interest rates, could affect our net investment income, the fair value of our investments, and our cost of borrowing.
Our management evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026, the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to management by others within those entities, particularly during the period in which this report is being prepared. Based on that evaluation, management concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report. [COMPLETE: management to review and formally adopt the foregoing conclusion language, including identification of the certifying officers participating in the evaluation, prior to filing]
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There were no changes in our internal control over financial reporting that occurred during the quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
From time to time, Nuveen Churchill Direct Lending Corp. may become involved in legal proceedings arising in the ordinary course of its business. The outcome of any such matters is inherently uncertain, and litigation is subject to many factors that are difficult to predict. Management does not currently believe that any pending matter is material to the Company's financial statements.
While the Company cannot predict with certainty the outcome of any pending or threatened proceedings, the Company is not currently a party to any legal proceedings, other than ordinary-course matters, that management believes would have a material effect on its financial statements.
There have been no material changes to the risk factors previously disclosed in our most recent Annual Report on Form 10-K, other than as supplemented by the discussion below. [COMPLETE: reference to specific Annual Report period and any updated risk factors] Investors should carefully consider these risks, together with all of the other information included in this report, before making an investment decision with respect to our securities.
Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments. Changes in interest rates may affect the value of these holdings and the income we derive from them, and there can be no assurance that we will be able to mitigate the impact of adverse rate movements. As of the current period, we had debt of $1,093,517,000, compared to secured borrowings, net of $1,114,844,000 in the prior period, and interest and debt financing expenses of $16,565,000 for the current period. Our use of leverage magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us. In addition, we recorded a net change in unrealized appreciation (depreciation) on investments of $5,366,000 in the current period, compared to $(3,862,000) in the prior period, reflecting the potential volatility in the fair value of our investment portfolio, which totaled $1,918,917,000 at fair value. The frequency and volume of investment repayments and sales fluctuate significantly from period to period, which may cause our income and results of operations to vary materially between periods, and for the period ended June 30, 2026, we reported net income of $3,594,000.
We are also subject to risks relating to our external management structure. We depend on the Advisers, including Nuveen Asset Management, LLC under the NAM Sub-Advisory Agreement, and on Churchill BDC Administration LLC under the Administration Agreement, each of which is an affiliate and subsidiary of Nuveen, LLC, a wholly owned subsidiary of Teachers Insurance and Annuity Association of America. These relationships may give rise to conflicts of interest, and any loss of the services of the Advisers or the Administrator could materially and adversely affect our operations. We incurred management fees of $4,933,000 and incentive fees of $646,000 in the current period, and these fee arrangements may create incentives for the Advisers that differ from the interests of our stockholders. We are involved in legal proceedings arising in the ordinary course of business from time to time, and although management does not currently believe any pending matter is material to our financial statements, an adverse outcome in any such matter could have a material adverse effect on our business, financial condition, or results of operations.
The following disclosure is provided pursuant to Item 408(a) of Regulation S-K with respect to Rule 10b5-1 trading arrangements for the quarterly period ended June 30, 2026. [COMPLETE: Rule 10b5-1 trading arrangement adoptions and terminations from the D&O questionnaires]