Nuveen Churchill Direct Lending Corp美股招股说明书(2026-07-08版)

PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus dated June 17, 2026) $NUVEEN CHURCHILL DIRECT LENDING CORP.6.650% Notes due 2030 We are offering $ million in aggregate principal amount of 6.650% notes due 2030, which we refer to as the Notes. The Notes will mature on March 15, 2030. We willpay interest on the Notes on March 15 and September 15 of each year. The Notes offered hereby are a further issuance of the 6.650% notes due 2030 that we issued onJanuary 22, 2025 in the aggregate principal amount of $300.0 million (the “Existing Notes”). The Notes offered hereby will be treated as a single series with the ExistingNotes under the indenture governing the Existing Notes and will have the same terms as the Existing Notes (except for the issue date, the offering price and the initial interestpayment date). The Notes offered hereby will have the same CUSIP number and will be fungible and rank equally with the Existing Notes. Upon the issuance of the Notesoffered hereby, the outstanding aggregate principal amount of our 6.650% notes due 2030 will be $ million. Unless the context otherwise requires, references herein to the“Notes” include the Notes offered hereby and the Existing Notes. We may redeem the Notes in whole or in part at any time or from time to time at the redemption price discussed under the caption “Description of Notes — OptionalRedemption” in this prospectus supplement. In addition, holders of the Notes can require us to repurchase some or all of the Notes at 100% of their principal amount upon theoccurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 inexcess thereof. The Notes are our direct, general unsecured obligations and rank pari passu, or equal, with all existing and future unsecured unsubordinated indebtedness issued by us,but will rank senior to our future indebtedness that is expressly subordinated in right of payment to the Notes. Nuveen Churchill Direct Lending Corp. (together with its consolidated subsidiaries, the “Company”) was originally formed as a Delaware limited liability company inMarch 2018 and converted into a Maryland corporation in June 2019. The Company is an externally managed, closed-end management investment company that has electedto be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is managed by itsinvestment adviser, Churchill DLC Advisor LLC, and its investment sub-advisers, Churchill Asset Management LLC and Nuveen Asset Management, LLC. The Companyhas elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under subchapter M of the InternalRevenue Code of 1986, as amended (the “Code”). As a BDC and a RIC, the Company is required to comply with certain regulatory requirements. Our investment objective is to generate attractive risk-adjusted returns through current income by primarily investing in senior secured loans to private equity-ownedU.S. middle market companies, which we define as companies with $10 million to $250 million of annual earnings before interest expense, income tax expense, depreciationand amortization (“EBITDA”). We focus on investments in U.S. middle market companies with $10 million to $100 million of annual EBITDA. There are no assurances thatwe will achieve our investment objective. Investing in the Notes involves risks, including the risk of leverage, that are described in the “Risk Factors” section beginning on pageS-10of this prospectussupplement and page9of the accompanying prospectus and the matters discussed in the documents incorporated or deemed to be incorporated by reference in thisprospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus contain important information you should know before investing in the Notes. You should carefully readthis prospectus supplement, the accompanying prospectus, and any information incorporated by reference into each, before investing in the Notes and keep them for futurereference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission (the “SEC”). Thisinformation is available free of charge by contacting us at 375 Park Avenue, 9th floor, New York, NY 10152, calling us at (212) 478-9200 or visiting our corporate websitelocated at www.ncdl.com. The SEC also maintains a website at www.sec.gov that contains this information. Information on our website and the SEC’s website is notincorporated into or a part of this prospectus supplement or the accompanying prospectus. Public offering priceUnderwriting discount (sales load)Proceeds to us, before expenses(1)(2) (1)The public offering price set forth above does not include accrued and unpaid interest of $ in the aggregate from Mar