Nuveen Churchill Direct Lending Corp 2024年度报告

(Mark One)ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from __ to __ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes ý No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act. Yes ¨ No ý Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes ý No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (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 "largeaccelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 ofthe Exchange Act. Accelerated filerSmaller reporting companyEmerging growthcompany filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management'sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. ¨ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant's executive officers during the relevantrecovery period pursuant to §240.10D-1(b). ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes ¨ No ý The aggregate market value of the voting and non-voting common equity held by non-affiliates of theregistrant, on June 30, 2024, based on the closing price of $17.40 per share on the New York Stock Exchange, wasapproximately $833.5 million. As of February 25, 2025, the registrant had 51,967,309 shares of common stock, $0.01par value, outstanding. Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement relating to the registrant’s2025annual meeting ofshareholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal yearcovered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Form 10-K as indicatedherein. TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk Factors Item 1B.Unresolved Staff Comments59Item 1C.Cybersecurity59Item 2.Properties60Item 3.Legal Proceedings60Item 4.Mine Safety Disclosures60 PART II Item 5.Market for Registrant's Common Equity, Related Shareholder Matters and IssuerPurchases of Equity Securities61Item 6.Reserved64Item 7.Management's Discussion and Analysis of Financial Condition and Results ofOperations65Item 7A.Quantitative and Qualitative Disclosures About Market Risk89Item 8.Consolidated Financial Statements and Supplementary Data91Report of Independent Registered Public Accounting Firm92Consolidated Statements of Assets and Liabilities as of December 31, 2024 and202394Consolidated Statements of Operations for the Years Ended December 31, 2024,2023 and 202295Consolidated Statements of Changes in Net Assets for the Years Ended December31, 2024, 2023 and 202296Consolidated Statements of Cash Flows for the Years Ended December 31, 2024,2023 and 202297Consolidated Schedules of Investments for the Years Ended December 31, 2024and 202399NotestoConsolidatedFinancial Statements145Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure179Item 9A.Controls and Procedures179Item 9B.Other Information180Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections181PART III Item 10.Directors, Executive Officers and Corporate