Nuveen Churchill (NYSE: NCDL) adopts $50.0M NAV-linked 10b5-1 buyback

Rhea-AI Filing Summary

Nuveen Churchill Direct Lending Corp. adopted a Rule 10b5-1 share repurchase plan allowing it to buy back up to $50.0 million of its common stock in the open market. Purchases may occur only when the stock trades below the most recently reported net asset value per share.

The plan, executed through BofA Securities, Inc. as agent, scales purchase volume higher if the share price declines, subject to trading volume limits. It becomes effective on March 24, 2026 and will end once the 12-month term expires, the full $50.0 million is used, or other specified termination events occur.

Insights

BDC capital allocation analyst

Nuveen Churchill sets a structured, NAV-linked $50M buyback plan.

Nuveen Churchill Direct Lending Corp. established a Rule 10b5-1 share repurchase plan to buy up to $50.0 million of common stock in the open market. Purchases are permitted only when the market price is below the most recently reported net asset value per share, tying buybacks to a discount.

BofA Securities, Inc. will act as agent and increase purchase volume as the stock price declines, within volume limits. This creates an automatic, rules-based mechanism rather than discretionary timing. The plan runs from March 24, 2026 for up to 12 months or until the full authorization is used or other termination conditions occur.

The structure under Rules 10b-18 and 10b5-1 helps the company execute repurchases even during periods when insider trading restrictions might otherwise block discretionary activity. Actual impact on share count and trading dynamics will depend on future market prices and volumes relative to the plan’s triggers and caps.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 17, 2026

Nuveen Churchill Direct Lending Corp.

(Exact name of registrant as specified in its charter)

Maryland

000-56133

84-3613224

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification Number)

375 Park Avenue, 9th Floor, New York, NY						10152
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 478-9200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

NCDL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events

On March 17, 2026, Nuveen Churchill Direct Lending Corp. (the “Company”) entered into a share repurchase plan (the “Company 10b5-1 Plan”), pursuant to which the Company may purchase up to $50.0 million in the aggregate of its outstanding shares of common stock in the open market at prices below its then-current net asset value (“NAV”) per share over a specified period. Any purchases of shares pursuant to the Company 10b5-1 Plan are conducted in accordance with the guidelines and conditions of Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

The Company 10b5-1 Plan is designed to allow the Company to repurchase its shares of common stock at times when the Company otherwise might be prevented from doing so under insider trading laws. The Company 10b5-1 Plan requires BofA Securities, Inc., as agent, to repurchase shares of common stock on the Company's behalf when the market price per share is below the most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share). Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of the Company's common stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the Common Stock and trading volumes, and no assurance can be given that any particular amount of shares of the common stock will be repurchased.

The Company 10b5-1 Plan will become effective on March 24, 2026 and terminate upon the earliest to occur of (i) the expiry of the 12-month period commencing on March 24, 2026 (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan equals $50.0 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NUVEEN CHURCHILL DIRECT LENDING CORP.
By:			/s/ Kenneth J. Kencel
Name:			Kenneth J. Kencel
Title:			Chief Executive Officer and President

Date: March 20, 2026

FAQ

What share repurchase plan did Nuveen Churchill Direct Lending Corp. (NCDL) adopt?

Nuveen Churchill Direct Lending Corp. approved a Rule 10b5-1 share repurchase plan to buy up to $50.0 million of its common stock in open-market transactions when the stock trades below its most recently reported net asset value per share.

When does Nuveen Churchill’s new $50.0 million buyback plan start and end?

The share repurchase plan becomes effective on March 24, 2026. It will terminate after a 12‑month period from that date, once total purchases reach $50.0 million, or upon certain other events specified in the plan, whichever occurs first.

How will Nuveen Churchill (NCDL) execute share repurchases under the 10b5-1 plan?

BofA Securities, Inc. will act as agent, repurchasing Nuveen Churchill’s common stock in the open market. The agent increases purchase volumes as the share price declines, subject to trading volume restrictions and the plan’s requirement that the price be below reported NAV per share.

At what price can Nuveen Churchill repurchase shares under its new plan?

Repurchases under the Company 10b5-1 Plan occur only when Nuveen Churchill’s market price per share is below its most recently reported net asset value per share, including any publicly announced updates, corrections, or adjustments to previously reported NAV figures.

What regulations govern Nuveen Churchill’s new share repurchase plan?

The plan is structured to comply with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934. These rules provide safe-harbor conditions for issuer repurchases and allow pre-arranged trading instructions that can operate during periods of insider trading restrictions.

Is Nuveen Churchill required to repurchase the full $50.0 million in stock?

No. The filing notes that the timing and amount of any repurchases depend on the plan’s terms, the market price of the common stock, and trading volumes. It explicitly states there is no assurance that any particular amount of shares will be repurchased.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB