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Nuveen Churchill Direct Lending Corp. Announces Fourth Quarter 2025 Results

Reports Fourth Quarter Net Investment Income of $0.44 per Share

Declares First Quarter Distribution of $0.40 per Share, Consisting of a Regular Distribution of $0.36 per Share and a Supplemental Distribution of $0.04 per Share

Nuveen Churchill Direct Lending Corp. (NYSE: NCDL) (“NCDL” or the “Company”), a business development company externally managed by its investment adviser, Churchill DLC Advisor LLC (the “Adviser”), and by its sub-adviser, Churchill Asset Management LLC (“Churchill”), today reported financial results for the full year and fourth quarter ended December 31, 2025.

Financial Highlights for the Quarter Ended December 31, 2025

  • Net investment income of $0.44 per share
  • Net realized and unrealized loss on investments of $(0.12) per share
  • Net increase in net assets resulting from operations of $0.32 per share
  • Net asset value ("NAV") per share of $17.72, compared to $17.85 per share as of September 30, 2025
  • Paid fourth quarter regular distribution of $0.45 per share on January 27, 2026, which represents a 10.1% total annualized distribution yield based on the fourth quarter NAV per share
  • Declares first quarter distribution of $0.40 per share, consisting of a regular distribution of $0.36 per share and a supplemental distribution of $0.04 per share
  • Board authorized a $50 million share repurchase program

“We are pleased to conclude 2025 with a strong quarter of financial results,” said Ken Kencel, President and Chief Executive Officer of NCDL. “Our investment portfolio continues to demonstrate strength and stability, as we ended the year with only 0.5% of the total portfolio at fair value on non-accrual status. We are encouraged by the positive momentum in deal activity we experienced in the second half of last year, and we remain intensely focused on generating attractive risk adjusted returns for our shareholders.”

“In 2025, NCDL delivered a return on equity of nearly 11% and paid $1.90 per share of distributions, reflecting ongoing, strong operating performance,” said Shai Vichness, Chief Financial Officer and Treasurer of NCDL. “We have reset our regular quarterly distribution to a level that considers the current interest rate and spread environment. In conjunction with the reset of our dividend, we are announcing a new $50 million share repurchase program, which demonstrates our confidence in the overall strength of our portfolio.”

Distribution Declaration and Share Repurchase Program

The Company’s Board of Directors (the “Board“) has declared a regular distribution of $0.36 per share and a supplemental distribution of $0.04 per share, payable on or around April 28, 2026 to shareholders of record as of March 31, 2026.

On February 12, 2026, the Board approved a share repurchase program (the "Company 10b5-1 Plan") authorizing the Company to purchase up to $50 million in the aggregate of its outstanding common stock in the open market at prices below NAV per share.

PORTFOLIO COMPOSITION

As of December 31, 2025, the fair value of the Company's portfolio investments was $2.0 billion across 227 portfolio companies in 26 industries compared to $2.0 billion as of September 30, 2025 across 213 portfolio companies in 26 industries.

As of December 31, 2025, the Company’s portfolio based on fair value consisted of approximately 89.5% first-lien debt investments, 8.2% subordinated debt investments, and 2.3% equity investments. As of September 30, 2025, the Company’s portfolio based on fair value consisted of 89.8% first-lien debt investments, 8.1% subordinated debt investments, and 2.1% equity investments.

As of December 31, 2025 and September 30, 2025, the weighted average Internal Risk Rating of the portfolio at fair value was 4.2 and 4.2 (4.0 being the initial rating assigned at origination), respectively. As of December 31, 2025, there were investments in four portfolio companies on non-accrual status representing 0.5% of total investments at fair value (or 1.2% of total investments at cost). As of September 30, 2025, there were investments in three portfolio companies on non-accrual status representing 0.4% of total investments at fair value (or 0.9% of total investments at cost).

PORTFOLIO AND INVESTMENT ACTIVITY

Full Year

For the year ended December 31, 2025, the Company funded $350.7 million of portfolio investments and received $456.2 million of proceeds from principal repayments and sales, compared to $863.6 million and $430.0 million, respectively, for the year ended December 31, 2024.

Fourth Quarter

For the three months ended December 31, 2025, the Company funded $80.4 million of portfolio investments and received $84.3 million of proceeds from principal repayments and sales, compared to $36.3 million and $61.3 million, respectively, for the three months ended September 30, 2025.

RESULTS OF OPERATIONS FOR THE FULL YEAR AND FOURTH QUARTER ENDED DECEMBER 31, 2025

Investment Income

Full Year

Investment income decreased to $207.9 million for the year ended December 31, 2025 from $224.0 million for the year ended December 31, 2024. As of December 31, 2025, the size of our portfolio decreased to $2.0 billion from $2.1 billion as of December 31, 2024, at cost. As of December 31, 2025, the weighted average yield of our debt and income producing investments decreased to 9.48% from 10.33% as of December 31, 2024, at cost, primarily due to overall tightening of spreads in newly originated investments, the refinancing or repricing of existing portfolio companies, and the decline in base interest rates.

Fourth Quarter

Investment income for the three months ended December 31, 2025 was $50.0 million compared to $57.1 million for the three months ended December 31, 2024.

Net Expenses

Full Year

Net expenses before excise taxes increased to $114.3 million for the year ended December 31, 2025 from $101.1 million for the year ended December 31, 2024, primarily due to an increase in management fees and income-based incentive fees. The increase in management fees was primarily attributable to the increase in the management fee base rate from 0.75% to 1.00%, effective March 31, 2025, pursuant to the terms of the Advisory Agreement. Additionally, effective March 31, 2025, the Adviser's waiver of incentive fees on income and on capital gains expired pursuant to the terms of the Advisory Agreement. For the year ended December 31, 2025, income-based incentive fees totaled $11.2 million, of which $2.3 million was waived during the first quarter of 2025 when the fee waiver was in effect. Interest and debt financing expenses decreased primarily due to a lower average interest rate, partially offset by higher average daily borrowings and one-time costs associated with debt facility refinancings completed during the first quarter of 2025.

Fourth Quarter

Net expenses before excise taxes increased to $28.2 million for the three months ended December 31, 2025 from $26.4 million for the three months ended December 31, 2024.

Net Realized Gain (Loss) and Net Change in Unrealized Gain (Loss) on Investments

For the year ended December 31, 2025, the Company recorded a net realized loss on investments of $(6.0) million, compared to a net realized loss of $(13.2) million for the year ended December 31, 2024. The net realized loss for the year ended December 31, 2025 was primarily driven by the restructuring of an underperforming debt position, partially offset by realized gains from full or partial repayments and sales of investments in portfolio companies. The Company recorded a net change in unrealized loss of $(21.6) million for the year ended December 31, 2025, compared to a net change in unrealized gain of $7.3 million for the year ended December 31, 2024. The increase in total net change in unrealized loss for the year ended December 31, 2025, compared to the total net change in unrealized gain for the year ended December 31, 2024, primarily resulted from decreases in fair value of certain underperforming portfolio companies, partially offset by the reversal of unrealized loss on a debt position that was restructured during the year.

For the three months ended December 31, 2025, the Company recorded a net realized gain on investments of $2.1 million compared to a net realized loss of $(11.7) million for the three months ended December 31, 2024. The Company recorded a net change in unrealized loss of $(7.5) million for the three months ended December 31, 2025 compared to a net change in unrealized gain of $11.3 million for the three months ended December 31, 2024.

Financial Condition, Liquidity and Capital Resources

As of December 31, 2025, the Company had $62.5 million in cash and cash equivalents and $1.1 billion in total aggregate principal amount of debt outstanding. Subject to borrowing base and other conditions, the Company had approximately $259.0 million available for additional borrowings under its revolving credit facility as of December 31, 2025. At December 31, 2025, the Company's debt to equity ratio was 1.27x (1.20x net debt to equity ratio) compared to 1.25x (1.20x net debt to equity ratio) at September 30, 2025.

CONFERENCE CALL AND WEBCAST INFORMATION

Nuveen Churchill Direct Lending Corp. will hold a conference call to discuss its full year and fourth quarter 2025 financial results today at 10:00 AM Eastern Time. All interested parties may participate in the conference call by dialing (866) 605-1826 approximately 10-15 minutes prior to the call; international callers should dial +1 (215) 268-9877. Participants should reference Nuveen Churchill Direct Lending Corp. when prompted.

A live webcast of the conference call will also be available on the Events section of the Company's website at https://www.ncdl.com/news/events. A replay will be available under the same link following the conclusion of the conference call.

About Nuveen Churchill Direct Lending Corp.

Nuveen Churchill Direct Lending Corp. (“NCDL”) is a specialty finance company focused primarily on investing in senior secured loans to private equity-owned U.S. middle market companies. NCDL has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. NCDL is externally managed by its investment adviser, Churchill DLC Advisor LLC, and by its sub-adviser, Churchill Asset Management LLC (“Churchill”). Both the investment adviser and sub-adviser are affiliates and subsidiaries of Nuveen, LLC (“Nuveen”), the investment management division of Teachers Insurance and Annuity Association of America (“TIAA”) and one of the largest asset managers globally. Churchill is a leading capital provider for private equity-backed middle market companies and operates as the exclusive U.S. middle market direct lending and private capital business of Nuveen and TIAA. Churchill is a registered investment advisor and majority-owned, indirect subsidiary of TIAA.

Forward-Looking Statements

This press release contains historical information and “forward-looking statements” with respect to the business and investments of NCDL, including, but not limited to, statements about NCDL’s future financial performance and financial condition, which involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond NCDL’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors identified in NCDL’s filings with the Securities and Exchange Commission, including changes in the financial, capital, and lending markets; changes in the interest rate environment and its impact on NCDL's business, its financial condition and its portfolio companies; the uncertainty associated with the imposition of tariffs and trade barriers and changes in trade policy, and its impact on NCDL's portfolio companies and the general economy; general economic, political and industry trends and other external factors; the dependence of NCDL’s future success on the general economy and its impact on the industries in which it invests; and other risks, uncertainties and other factors we identify in the section entitled “Risk Factors” in NCDL’s most recent Annual Report on Form 10-K, which is accessible on the SEC’s website at www.sec.gov. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date on which NCDL makes them. NCDL does not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.

5249308 

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollars in thousands, except share and per share data)

 

 

December 31, 2025

 

December 31, 2024

Assets

 

 

 

Investments

 

 

 

Non-controlled/non-affiliated company investments, at fair value (cost of $2,001,207 and $2,098,575, respectively)

$

1,962,449

 

 

$

2,081,379

 

Cash

 

8,554

 

 

 

2,412

 

Cash equivalents

 

53,927

 

 

 

40,842

 

Restricted cash

 

 

 

 

50

 

Interest receivable

 

13,729

 

 

 

17,971

 

Derivative asset, at fair value (Note 4)

 

14,965

 

 

 

 

Receivable for investments sold

 

518

 

 

 

1,024

 

Other assets

 

327

 

 

 

47

 

Total assets

$

2,054,469

 

 

$

2,143,725

 

 

 

 

 

Liabilities

 

 

 

Debt (net of $8,511 and $6,668 deferred financing costs, respectively, and net of unamortized discount of $471 and $0, respectively) (See Note 7)

$

1,115,052

 

 

$

1,108,261

 

Payable for investments purchased

 

 

 

 

14,973

 

Interest payable

 

15,350

 

 

 

12,967

 

Incentive fees payable

 

2,809

 

 

 

 

Management fees payable

 

5,048

 

 

 

3,956

 

Collateral due to broker

 

14,750

 

 

 

 

Distributions payable

 

22,224

 

 

 

29,468

 

Directors’ fees payable

 

156

 

 

 

128

 

Accounts payable and accrued expenses

 

3,900

 

 

 

3,652

 

Total liabilities

 

1,179,289

 

 

 

1,173,405

 

 

 

 

 

Commitments and contingencies (See Note 8)

 

 

 

 

 

 

 

Net Assets: (See Note 9)

 

 

 

Common shares, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 49,387,065 and 53,387,277 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

 

494

 

 

 

534

 

Paid-in-capital in excess of par value

 

930,393

 

 

 

996,286

 

Total distributable earnings (loss)

 

(55,707

)

 

 

(26,500

)

Total net assets

 

875,180

 

 

 

970,320

 

 

 

 

 

Total liabilities and net assets

$

2,054,469

 

 

$

2,143,725

 

 

 

 

 

Net asset value per share (See Note 11)

$

17.72

 

 

$

18.18

 

 

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share and per share data)

 

 

Three Months Ended December 31,

 

For the Years Ended December 31,

 

2025

 

2024

 

2025

 

2024

Investment income:

 

 

 

 

 

 

 

Non-controlled/non-affiliated company investments:

 

 

 

 

 

 

 

Interest income

$

46,611

 

 

$

53,683

 

 

$

195,896

 

 

$

213,096

 

Payment-in-kind interest income

 

2,870

 

 

 

2,275

 

 

 

9,868

 

 

 

8,299

 

Dividend income

 

 

 

 

257

 

 

 

402

 

 

 

614

 

Other income

 

554

 

 

 

861

 

 

 

1,692

 

 

 

2,031

 

Total investment income

 

50,035

 

 

 

57,076

 

 

 

207,858

 

 

 

224,040

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Interest and debt financing expenses

 

17,947

 

 

 

21,019

 

 

 

77,901

 

 

 

79,879

 

Management fees (See Note 6).

 

5,048

 

 

 

3,956

 

 

 

19,269

 

 

 

14,683

 

Incentive fees on net investment income (See Note 6)

 

2,809

 

 

 

4,417

 

 

 

11,182

 

 

 

17,447

 

Professional fees

 

836

 

 

 

785

 

 

 

3,146

 

 

 

3,100

 

Directors' fees

 

156

 

 

 

127

 

 

 

624

 

 

 

510

 

Administration fees (See Note 6)

 

606

 

 

 

300

 

 

 

2,341

 

 

 

1,861

 

Other general and administrative expenses

 

802

 

 

 

180

 

 

 

2,124

 

 

 

1,068

 

Total expenses before expense support and incentive fees waived

 

28,204

 

 

 

30,784

 

 

 

116,587

 

 

 

118,548

 

Expense support (See Note 6)

 

 

 

 

 

 

 

 

 

 

 

Incentive fees waived (See Note 6)

 

 

 

 

(4,417

)

 

 

(2,253

)

 

 

(17,447

)

Net expenses after expense support and incentive fees waived

 

28,204

 

 

 

26,367

 

 

 

114,334

 

 

 

101,101

 

Net investment income before excise taxes

 

21,831

 

 

 

30,709

 

 

 

93,524

 

 

 

122,939

 

Excise taxes

 

186

 

 

 

551

 

 

 

186

 

 

 

551

 

Net investment income

 

21,645

 

 

 

30,158

 

 

 

93,338

 

 

 

122,388

 

 

 

 

 

 

 

 

 

Realized and unrealized gain (loss) on investments:

 

 

 

 

 

 

 

Net realized gain (loss) on non-controlled/non-affiliated company investments

 

2,065

 

 

 

(11,676

)

 

 

(6,013

)

 

 

(13,198

)

Net change in unrealized appreciation (depreciation):

 

 

 

 

 

 

 

Non-controlled/non-affiliated company investments

 

(7,514

)

 

 

11,282

 

 

 

(21,562

)

 

 

7,287

 

Income tax (provision) benefit

 

(276

)

 

 

(313

)

 

 

(149

)

 

 

(154

)

Total net change in unrealized appreciation (depreciation)

 

(7,790

)

 

 

10,969

 

 

 

(21,711

)

 

 

7,133

 

Total net realized and unrealized gain (loss) on investments

 

(5,725

)

 

 

(707

)

 

 

(27,724

)

 

 

(6,065

)

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

$

15,920

 

 

$

29,451

 

 

$

65,614

 

 

$

116,323

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

Net investment income per share - basic and diluted

$

0.44

 

 

$

0.56

 

 

$

1.86

 

 

$

2.26

 

Net increase (decrease) in net assets resulting from operations per share - basic and diluted

$

0.32

 

 

$

0.54

 

 

$

1.30

 

 

$

2.15

 

Weighted average common shares outstanding - basic and diluted

 

49,387,055

 

 

 

54,229,767

 

 

 

50,286,270

 

 

 

54,118,379

 

 

See Notes to Consolidated Financial Statements

PORTFOLIO AND INVESTMENT ACTIVITY
(dollars in thousands)

 

 

For the Years Ended December 31,

 

2025

 

2024

Net funded investment activity

 

 

 

New gross commitments at par 1

$

302,546

 

 

$

955,309

 

Net investments funded

 

350,739

 

 

 

863,570

 

Investments sold or repaid

 

(456,201

)

 

 

(429,953

)

Net funded investment activity

$

(105,462

)

 

$

433,617

 

 

 

 

 

Gross commitments at par 1

 

 

 

First-lien debt

$

266,857

 

 

$

924,776

 

Subordinated debt

 

22,270

 

 

 

26,088

 

Equity investments

 

13,419

 

 

 

4,445

 

Total gross commitments

$

302,546

 

 

$

955,309

 

 

 

 

 

Portfolio company activity

 

 

 

Portfolio companies, beginning of period

 

210

 

 

 

179

 

Number of new portfolio companies

 

58

 

 

 

68

 

Number of exited portfolio companies

 

(41

)

 

 

(37

)

Portfolio companies, end of period

 

227

 

 

 

210

 

Count of investments

 

528

 

 

 

475

 

Count of industries

 

26

 

 

 

27

 

 

 

 

 

New investment activity

 

 

 

Weighted average annual interest rate on new debt investments at par

 

9.21

%

 

 

10.11

%

Weighted average annual interest rate on new floating rate debt investments at par

 

8.92

%

 

 

10.02

%

Weighted average spread on new floating rate debt investments at par

 

4.78

%

 

 

5.05

%

Weighted average annual coupon on new fixed rate debt investments at par

 

12.73

%

 

 

13.53

%

 

__________________

1 Gross commitments at par includes unfunded investment commitments.

See Notes to Consolidated Financial Statements

PORTFOLIO AND INVESTMENT ACTIVITY
(dollars in thousands)

 

 

Three Months Ended December 31,

 

2025

 

2024

Net funded investment activity

 

 

 

New gross commitments at par 1

$

59,372

 

 

$

162,663

 

Net investments funded

 

80,383

 

 

 

151,106

 

Investments sold or repaid

 

(84,325

)

 

 

(119,464

)

Net funded investment activity

$

(3,942

)

 

$

31,642

 

 

 

 

 

 

Gross commitments at par 1

 

 

 

First-lien debt

$

47,538

 

 

$

159,436

 

Subordinated debt

 

5,867

 

 

 

3,127

 

Equity investments

 

5,967

 

 

 

100

 

Total gross commitments

$

59,372

 

 

$

162,663

 

 

 

 

 

Portfolio company activity

 

 

 

Portfolio companies, beginning of period

 

213

 

 

 

202

 

Number of new portfolio companies

 

21

 

 

 

16

 

Number of exited portfolio companies

 

(7

)

 

 

(8

)

Portfolio companies, end of period

 

227

 

 

 

210

 

Count of investments

 

528

 

 

 

475

 

Count of industries

 

26

 

 

 

27

 

 

 

 

 

New investment activity

 

 

 

Weighted average annual interest rate on new debt investments at par

 

8.81

%

 

 

8.96

%

Weighted average annual interest rate on new floating rate debt investments at par

 

8.37

%

 

 

8.90

%

Weighted average spread on new floating rate debt investments at par

 

4.72

%

 

 

4.59

%

Weighted average annual coupon on new fixed rate debt investments at par

 

13.00

%

 

 

12.00

%

 

__________________

1 Gross commitments at par includes unfunded investment commitments.

See Notes to Consolidated Financial Statements

 

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