Nuveen Churchill Direct Lending Corp.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2026, David Kirchheimer notified the Board that he was resigning as a director of the Board, effective as of the same date. In submitting his resignation, Mr. Kirchheimer did not express any disagreement on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Kirchheimer’s resignation, the size of the Board was reduced from six (6) directors to five (5) directors.

• Environmental, social and governance factors may adversely affect our business or cause us to alter our business strategy.
• The data we use to make ESG-related determinations may not guarantee that our investments satisfy applicable ESG criteria.
• Downgrades of the U.S. credit rating, impending automatic spending cuts or government shutdowns could negatively impact our liquidity, financial condition and earnings.
• U.S. policy changes may adversely affect our business.
• Global economic, political and market conditions may adversely affect our business or cause us to alter our business strategy.
• New or modified laws or regulations governing our operations could adversely affect our business.
• We cannot predict how new tax legislation will affect us, our Advisers, our investments, or our shareholders, and any such legislation could adversely affect our business.
• Changes to U.S. tariff and import/export regulations may have a negative effect on the operations of our portfolio companies and, in turn, negatively impact us.
• The Board may change our investment objective, operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse.
• Terrorist attacks, acts of war, global health emergencies or natural disasters may affect any market for our shares, impact the businesses in which we invest and harm our business, operating results and financial condition.
• The failure of cybersecurity protection systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.
• We may be subject to risks associated with artificial intelligence.
• Our business is dependent on bank relationships and any strain on the banking system may adversely impact us.
• If the Advisers or the Administrator are unable to maintain the availability of their electronic data systems and safeguard the security of their data, their and our ability to conduct business may be compromised, which could impair liquidity, disrupt business, damage their and our reputation and cause losses.
• We may incur lender liability as a result of our lending activities.
• We may incur liability as a result of providing managerial assistance to our portfolio companies.
• Churchill may not be able to achieve the same or similar returns as those achieved by our senior management and investment personnel while they were employed at prior positions.
• Soft dollars and research received and conducted on our behalf will be shared by others.
• There are significant financial and other resources necessary to comply with the requirements of being an SEC reporting entity, and non-compliance may adversely affect us.
• Risks Related to Our Operations and Investments
• Economic recessions or downturns could impair our portfolio companies and harm our operating results.
• Our investments in leveraged portfolio companies may be risky, and we could lose all or part of our investment.
• We typically invest in middle market, privately owned companies, which may present a greater risk of loss than loans to larger companies.
• We are subject to risks associated with our investments in senior loans.
• We are subject to risks associated with our investments and trading of liquid assets, including broadly syndicated loans.
• We are subject to risks associated with our investments in junior or subordinated debt securities.
• We are subject to risks associated with our investments in unitranche secured loans and securities.
• We are subject to risks associated with “covenant-lite” loans.
• We are subject to risks associated with syndicated loans.
• We are subject to risks associated with our investments in equity-related securities.
• The loans we make in portfolio companies may become non-performing.
• The lack of liquidity in our investments may adversely affect our business.
• Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our NAV through increased net unrealized depreciation.
• Our portfolio companies may prepay loans, which may reduce stated yields if capital returned cannot be invested in transactions with equal or greater expected yields.
• We are subject to risks associated with our investments in special situation companies.
• We may be subject to risks associated with our investments in the business services industry.
• Our investments in the healthcare sector face considerable uncertainties.
• Any investments in life sciences-related companies may be subject to extensive government regulation, litigation risk and certain other risks particular to that industry.
• Our investment strategy focuses on technology-related companies, which are subject to many risks, including volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs and periodic downturns.
• We are exposed to risks associated with any OID income and PIK interest required to be included in taxable and accounting income prior to receipt of cash representing such income.
• We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited by the 1940 Act with respect to the proportion of our assets that may be invested in securities of a single issuer.
• We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.
• Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
• We may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies, which could decrease the value of our investments.
• Defaults by our portfolio companies will harm our operating results.
• Our portfolio companies may incur debt that ranks equally with, or senior to, the loans and other investments we make in such portfolio companies.
• The disposition of our investments in private companies may result in contingent liabilities.
• We may be unsuccessful in syndicating our co-investments, which may cause us to have more exposure to an investment than was originally intended.
• Risks Related to our Advisers and Their Affiliates
• We depend upon the senior management of Churchill for our success, and upon the strong referral relationships of Churchill’s investment professionals with financial institutions, sponsors and investment professionals. Any inability of Churchill to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
• There may be conflicts related to obligations that senior investment professionals of the Advisers and members of their investment committees have to other clients. There may be conflicts related to the investment and related activities of TIAA and the Advisers and these conflicts could prevent us from making or disposing of certain investments on the terms desired.
• The recommendations that Churchill gives to us may differ from those rendered to its other clients.
• Each investment team or each Investment Committee may, from time to time, possess material nonpublic information, limiting our investment discretion.
• Our management and incentive fee structure may create incentives for Churchill and certain of its investment professionals that are not fully aligned with the interests of our shareholders.
• Our incentive fee may induce Churchill to make certain investments, including speculative investments.
• TIAA has made a significant investment in us, which may present certain conflicts of interest.
• Our ability to enter into transactions with our affiliates is restricted, which may limit the scope of investments available to us.
• Each Adviser and Nuveen Asset Management can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
• The Administrator can resign on 60 days’ notice from its role as our administrator under the Administration Agreement, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
• Our access to confidential information may restrict our ability to take action with respect to some of our investments, which, in turn, may negatively affect our results of operations.
• Risks Related to Business Development Companies
• Our ability to enter into transactions involving derivatives and unfunded commitment transactions may be limited.
• If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC, which would have a material adverse effect on our business, financial condition and results of operations.
• Many of our portfolio investments will be recorded at fair value as determined in good faith by the Adviser, as the Valuation Designee, subject to the oversight of the Board, and, as a result, there may be uncertainty as to the value of our portfolio investments.
• We will be subject to U.S. federal income tax imposed at corporate rates on our earnings if we are unable to qualify or maintain our qualification as a RIC under subchapter M of the Code.
• We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
• Regulations governing our operation as a BDC affect our ability to and the way in which we raise additional capital.
• If we are not treated as a “publicly offered regulated investment company,” certain shareholders will be treated as having received certain income and their allocable share of expenses, which may not be deductible.