Nuveen Churchill Direct Lending Corp

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025 other than those e risk factor noted below. For a further discussion of our potential risks and uncertainties, see the information under the heading Risk Factors in our Annual Report on Form 10-K filed with the SEC on February 26, 2026, which is accessible on the SECs website at sec.gov.

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We may be subject to risks associated with our investment in the Joint Venture.

From time to time, we may hold a portion of our investments through partnerships, joint ventures, or other entities with third-party investors, including through the Joint Venture. Investments in such vehicles, including the Joint Venture, involve various risks, including risks similar to those associated with a direct investment in a portfolio company, the risk that we will not be able to implement investment decisions or exit strategies because of limitations on our control under applicable agreements with joint venture partners, the risk that a joint venture partner may become bankrupt or may at any time have economic or business interests or goals that are inconsistent with those of the Company, the risk of liability based upon the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with enforcement of rights) one partner may have against the other, including in connection with foreclosure on partner loans, because of risks arising under state law. We will not have the ability to exercise control or significant influence over management of the Joint Venture that may pose risks of impasse, including the risk that we will not be able to implement investment decisions or exit strategies because of limitations on our control under the limited liability agreement of the Joint Venture. The Joint Venture may sometimes be allocated investment opportunities that might have otherwise gone entirely to the Company, which may reduce our return on equity. Additionally, the Joint Venture investments will be held on an unconsolidated basis and at times may be highly leveraged. Such leverage would not count toward the investment limits imposed on us by the 1940 Act. If an investment in the Joint Venture were to be consolidated for any reason, the leverage of the Joint Venture could impact our ability to maintain the minimum coverage ratio of total assets to total borrowings and other senior securities required under the 1940 Act, which have an effect on our operations and investment activities. See Risks Related to Our Existing and Future Indebtedness - When we use leverage, the potential for loss on amounts invested in us will be magnified and may increase the risk of investing in us. Leverage also may adversely affect the return on our assets, reduce cash available for distribution to our shareholders, and result in losses under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025.

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