NCDL 10-K & 10-Q changes, risk factors and insider trading

You should carefully consider these risk factors, together with all of the other information included in this Annual Report on Form 10-K and the other reports and documents filed by us with the SEC. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us also may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, ourthe net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.

•There may be conflicts related to obligations that senior investment professionals of Churchillthe Advisers and members of itstheir investment committeecommittees have to other clients. There may be conflicts related to the investment and related activities of TIAA, NuveenTIAA and Churchill.the Advisers and these conflicts could prevent us from making or disposing of certain investments on the terms desired.

•The recommendations giventhat Churchill gives to us by Churchill may differ from those rendered to its other clients.

•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 Subchaptersubchapter M of the Code.

•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 are currently operating in a period of significant market disruption and economic uncertainty, which may have a negative impact on our business, financial condition and operations. An extended disruption in the capital markets and the credit markets could negatively affect our business.

•We intend totypically invest in middle market, privately owned companies, which may present a greater risk of loss than loans to larger companies.

•The March 2030 Notes are unsecured and therefore are effectively subordinated to any existing and future secured indebtedness, including indebtedness under the Revolving Credit Facility. The March 2030 Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries, including the SMBC Financing Facility and the 2022 Debt Securitization, the 2023 Debt Securitization, and the 2024 Debt Securitization.

•We may not be able to repurchase the March2030 2030Notes upon a Change of Control Repurchase Event.

•If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the March 2030 Notes.

From time to time, capital markets may experience periods of disruption and instability. TheUncertainty U.S.with capitalrespect marketsto, haveamong experiencedother extremethings, volatilityinflationary pressures, elevated interest rates, new tariffs and disruptiontrade followingbarriers, geopolitical conditions, including the global outbreak of COVID-19 that began in December 2019, theongoing conflict between Russia and UkraineUkraine, thatthe beganongoing conflicts in late February 2022Europe and the ongoingMiddle warEast and the failure of major financial institutions introduced significant volatility in the Middlefinancial East.markets, Even afterand the COVID-19effect pandemicof subsided,this thevolatility U.S.has economy,materially asimpacted welland ascould most other major economies, have continuedcontinue to experiencematerially unpredictableimpact economicour conditions,market andrisks. weWe anticipate our businessesportfolio companies would be materially and adversely affected by any prolonged economic downturn or recession in the United States and other major markets. In addition, disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets.

The current economic conditions have resulted in an adverse impact on the ability of lenders to originate loans, the volumevolume, type, and typequality of loans originated, the ability of borrowers to make payments and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available to us for investment by the Company and returnsour to the Company,returns, among other things. The U.S. credit markets (in particular for middle market loans) have experienced the following, among other things: (i) increased draws by borrowers on revolving lines of credit and other financing instruments; (ii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans and increased uses of PIK features; and (iii) greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues.

These conditions and future market disruptions and/or illiquidity could have an adverse effect on our (and our portfolio companies’) business, financial condition, results of operations and cash flows. Ongoing unfavorable economic conditions may increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to our portfolio companies and/or us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our debt and equity investments. We may have to access, if available, alternative markets for debt and equity capital, and a severe disruption in the global financial markets, deterioration in credit and financing conditions, continued increasefluctuations in interest rates or uncertainty regarding U.S. government spending and deficit levels or other global economic conditions could have a material adverse effect on our business, financial condition and results of operations.

If current economic conditions continue for an extended period of time, loan delinquencies, loan non-accruals, problem assets, and bankruptcies may increase. In addition, collateral for our loans may decline in value, which could cause loan losses to increase and the net worth and liquidity of loan guarantors could decline, impairing their ability to honor commitments to us. An increase in loan delinquencies and non-accruals or a decrease in loan collateral and guarantor net worth could result in increased costs and reduced incomeincome, which would have a material adverse effect on our business, financial condition or results of operations. We also continue to observe supply chain interruptions, labor difficulties, commodity inflation and elements of economic and financial market instability both globally and in the United States, which could adversely impact our results of operations and financial condition.

In addition, we generally are required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our shareholders to qualify foras thea tax benefits available to RICs.RIC. As a result, these earnings will not be available to fund new investments. An inability to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any, which may have a material adverse effect on our business, results of operations and financial performance.

We cannot be certain as to the duration or magnitude of the ongoing economic condition in the markets in which we and our portfolio companies operate and corresponding declines in economic activity that may negatively impact the U.S. economy and the markets for the various types of goods and services provided by U.S. middle market companies. Depending on the duration, magnitude and severity of these conditions and their related economic and market impacts, certain of our portfolio companies may suffer declines in earnings and could experience financial distress, which could cause them to default on their financial obligations to us and their other lenders. In consideration of these and related factors, we have downgraded our internal ratings with respect to certain portfolio companies and may make additional downgrades with respect to other portfolio companies in the future as conditions warrant and new information becomes available.

Our ability to achieve our investment objective and grow depends on our ability to manage our business. This depends, in turn, on the ability of Churchill to identify, invest in and monitor companies that meet our investment criteria. The achievement of our investment objective depends upon Churchill’s execution of our investment process, theirits ability to provide competent, attentive and efficient services to us and, to a lesser extent, our access to financing on acceptable terms. ChurchillThe Adviser is responsible for the day-to-day portfoliooverall management of the CompanyCompany’s underactivities pursuant to the Advisory Agreement and has delegated substantially all of its day-to-day portfolio management responsibilities to Churchill pursuant to the CAM Sub-Advisory Agreement. The origination professionals and other personnel of Churchill and its affiliates may be called upon to provide managerial assistance to our portfolio companies. These activities may distract them or slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition and results of operations. Our results of operations depend on many factors, including the availability of opportunities for investment, readily accessible short and long-term funding alternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies, it could negatively impact our ability to pay dividends or other distributions and you may lose all or part of your investment.

We compete with a number of specialty and commercial finance companies to make the types of investments that we make in middle market companies, including BDCs, traditional commercial banks, private investment funds, regional banking institutions, small business investment companies, investment banks and insurance companies. Additionally, with increased competition for investment opportunities, alternative investment vehiclesvehicles, such as hedge funds may seek to invest in areas they have not traditionally invested in or from which they had withdrawn during the economic downturn, including investing in middle market companies. As a result, competition for investments in middle market companies has intensified, and we expect that trend to continue. Certain of our existing and potential competitors are large and may have greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we are forced to match our competitors’ pricing, terms and structure, however, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss.

BecauseIt weis havepossible borrowedthat andthe intendFederal toReserve’s continuetightening tocycle borrowcould money to make investments, our net investment income depends,result in part,a uponrecession in the differenceUnited between the rate atStates, which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will notcould have a material adverse effect on our business, results of operations and financial condition. If interest rates decline and we are in a prolonged low-interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net investment income. FollowingConversely, ain period ofan elevated interest rates to address inflation concerns, in the third quarter of 2024, the Federal Reserve cut rates for the first time since March 2020 and, most recently, cut rates in the fourth quarter of 2024. The Federal has indicated that there may be additional rate cutsenvironment, insuch thedifference future;could however,potentially futureincrease reductionsthereby toincreasing benchmarkour ratesnet areinvestment not certain.income. An increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our shares of our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock. Further, risingelevated interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. ItSee is“Item possible7A. that the Federal Reserve's tightening cycle could also result in a recession in the United States, which could have a material adverse effect on our business, results of operationsQuantitative and financialQualitative condition.Disclosures About Market Risk.”

In the current and future periods of rising interest rates, to the extent we borrow money subject to a floating interest rate (such as under the SMBC Financing Facility and the Revolving Credit Facility), our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio. Further, risingelevated interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum (or “floor”) interest rates, while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, risinghigh interest rates may temporarily increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner if market rates remain lower than the existing floor rate.

The success of our hedging strategy will depend on our ability to correctly identify appropriate exposures for hedging. In connection with our issuance of the March 2030 Notes, which bear interest at a fixed rate, we entered into interest rate swaps to continue to align the interest rates of our liabilities with our investment portfolio, which predominately consists of floating rate loans. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary, as may the time period in which the hedge is effective relative to the time period of the related exposure.

Our business faces increasing public scrutiny related to ESG activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency, and the consideration of ESG factors in our investment processes. Additionally, we risk damage to our brand and reputation if Churchill fails to originate, underwrite and manage assets on our behalf consistent with its ESG disclosures and practices. Adverse incidents with respect to ESG activities could impact the value of Churchill's and the Company's brand, the cost of our operations, and our relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could increase our costs and adversely affect our business.

On the other hand, we may similarly face damage to our brand or reputation if we do not adequately address differing stakeholder and regulator perspectives on ESG policies and disclosure. Some stakeholders and regulators have increasingly expressed or pursued opposing views, legislationviews and investment expectations with respect to ESG initiatives.initiatives, and certain regulators, including federal agencies, state legislatures, and the U.S. Congress, have proposed, enacted, or indicated an intent to pursue, "anti-ESG" policies or initiated related investigations or litigation. This divergence increases the risk that any action or lack thereofthereof, with respect to ESG matters will be perceived negatively by at least some stakeholders and could adversely impact our reputation and business. Rules, regulations and stakeholder expectations concerning ESG matters have been subject to increased attention and shifting focus in recent years. If Churchill failsfails, or is perceived to failfail, to comply with applicable rules, regulations and stakeholder expectations, it could negatively impact our reputation and our business results. Regional and investor specific sentiment may differ in what constitutes a material positive or negative ESG corporate practice. There is no guarantee that Churchill’s ESG and sustainability practices will uniformly fit every investor’s definition of best practices for all environmental, social and governance considerations across geographies and investor types. If we do not successfully manage expectations across varied stakeholder interests, it could erode stakeholder trust, impact our reputation and constrain our investment opportunities.

Churchill receives ESG-related data from third parties and evaluates potential investments in part based on third partythird-party ESG rating systems. The criteria used in these ratings systems may conflict with actual results and may change frequently. We cannot predict how these third parties will score our portfolio companies nor can we have any assurance that they score our portfolio companies accurately.

U.S. debt ceiling and budget deficit concerns have increased the possibility of credit-rating downgrades or a recession in the United States. U.S. lawmakers have passed legislation to raise the federal debt ceiling on multiple occasions, but there is no guarantee that any such legislation will be passed in the future. DespiteAdditionally, takingconcerns action to suspendover the debtUnited ceiling,States’ budget deficit have led ratings agencies haveto threatenedlower, or threaten to lowerlower, the long-term sovereign credit rating onof the United States, including downgrades by Fitch downgrading the U.S. government’s credit rating from AAA to AA+ in August 2023 and by Moody’s lowering the U.S. government’s credit rating outlook from “stable”AAA to “negative”AA1 in NovemberMay 2023.2025. There is no guarantee that there will not be a further downgradedowngrades or downgrades by other ratings agencies in the future.

The impact of the increased debt ceiling and/or downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. These developments could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, disagreement over the federal budget has caused the U.S. federal government to shut down for periods of time, including most recently in the fall of 2025, and future disagreements may lead to additional shutdowns during periods of budget negotiation. Continued adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations.

The current worldwide financial market situation, as well as various social and political tensions in the United States and around the world, may contribute to increased market volatility, may have long-term effects on the U.S. and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide. The U.S. and global capital markets experienced extreme volatility and disruption during the economic downturn that began in mid-2007, and the U.S. economy was in a recession for several consecutive calendar quarters during the same period. In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt, which created concerns about the ability of certain nations to continue to service their sovereign debt obligations. Risks resulting from such debt crisis, including any austerity measures taken in exchange for bailout of certain nations, and any future debt crisis in Europe or any similar crisis elsewhere could have a detrimental impact on the global economic recovery, sovereign and non-sovereign debt in certain countries and the financial condition of financial institutions generally.

The United Kingdom has ended its membership in the European Union and entered into certain agreements with the European Union to govern the future relationship between the parties. Such agreements implement significant regulation around trade, transport of goods and travel restrictions between the United Kingdom and the European Union. Notwithstanding the foregoing, the longer term economic, legal, political and social implications of Brexit are unclear at this stage and are likely to continue to lead to ongoing political and economic uncertainty and periods of increased volatility in both the United Kingdom and in wider European markets for some time. In particular, Brexit could lead to calls for similar referendums in other European Union jurisdictions, which could cause increased economic volatility in the European and global markets. This mid- to long-term uncertainty could have adverse effects on the economy generally and on our ability to earn attractive returns. In particular, currency volatility could mean that our returns are adversely affected by market movements and could make it more difficult, or more expensive, for us to execute prudent currency hedging policies.

We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations could also come into effect. Following the November 2024 elections in the United States, the Republican Party controls the Presidency, the Senate and the House of Representatives. Any new or changed laws or regulations, as well as changes in the positions of regulatory agencies, which may lead to changes in the level of oversight in the financial service industry, could have a material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term. The nature, timing and economic effects of any potential changes to the current legal and regulatory framework affecting the financial service industry remains uncertain.

Additionally, changes to the laws and regulations governing our operations, including those associated with RICs, could cause us to alter our investment strategy in order to avail ourselves of new or different opportunities or result in the imposition of U.S. federal income taxes on us. Such changes could result in material differences to our strategies and plans and could shift our investment focus from the areas of expertise of Churchill to other types of investments in which Churchill may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of an investment in us.

Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of an investment in us. If we invest in commodity interests in the future, the Advisers could determine not to use investment strategies that trigger additional regulation by the U.S. Commodity Futures Trading Commission (“CFTC”) or could determine to operate subject to CFTC regulation, if applicable. If we or the Advisers were to operate subject to CFTC regulation, we could incur additional expenses and would be subject to additional regulation.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulations. While it cannot be known at this time whether any regulationsuch regulations will be implemented or what formforms itthey will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations. On the other hand, regulatory changes in the traditional banking sector may provide more flexibility to bank lenders and increase competition for the types of investments that we make.

Legislative or other actions relating to taxes could have a negative effect on us. MattersThe laws pertaining to U.S. federal income tax are constantlysubject underto ongoing review by persons involved in the legislative process,branch, the Internal Revenue Service, and the U.S. Treasury Department. The Trump Administration has proposed significant changes to the Code and existing U.S. federal income tax regulations and there are a number of proposals in Congress that would similarly modify the Code. The likelihood of any such legislation being enacted is uncertain,uncertain. butNew new legislation and anylegislation, U.S. Treasury regulations,Regulations, administrative interpretations or court decisions interpreting such legislation could have adverse consequences, including significantly and negatively affecting our ability to qualify as a RIC or otherwise negatively impacting the U.S. federal income tax consequences applicable to us and our investors.investors as a result of such qualification. Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative tax developments and proposals and their potential effect on an investment in our shares.

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.

ThereThe has been ongoing discussion and commentary regarding potential significant changes to U.S.foregoing trade policies,policy treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress,landscape has created significant uncertainty about the future relationship between the United States and certain other countries with respect to trade policies, treaties and new and increased tariffs. These developments, or the perceptioncontinued thatuncertainty anyrelating ofto themU.S. couldtrade occur,policies, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. AnyThe ofuncertainty theserelating factorsto couldU.S. depresstrade economicpolicies activityhas increased market volatility. Additionally, trade tensions, political disagreements, and restrictregulatory ourconcerns portfoliofrom companies’trading accesspartners may make customers, governments and investors more hesitant to suppliersengage with, purchase from, or customers or the cost of such goods and have a material adverse effect on their business, financial condition and results of operations, whichinvest in turnU.S.-based could negatively impact us.companies.

In late February 2022, Russia launched a large scalelarge-scale military attack on Ukraine.Ukraine, Theand invasionthe significantlyongoing amplifiedconflict alreadyhas existingresulted in geopolitical tensionsvolatility among Russia, Ukraine, Europe, NATO and theother West,western countries, including the United States. In response to the ongoingcontinued military action by Russia, various countries, including the United States, the United Kingdom, and European Union issued broad-ranging economic sanctions against Russia.Russia Additionaland additional sanctions may be imposed in the future. Such sanctions (and any future sanctions) and other actions against Russia may adversely impact, among other things, the Russian economy andimpact various sectors of the Russian economy, includingincluding, but not limited to, financials, energy, metals and mining, engineering and defense and defense-related materials sectors;sectors. Such sanctions may result in a decline in the value and liquidity of Russian securities; result in boycotts, tariffs, and purchasing and financing restrictions on Russia’s government, companies and certain individuals; weaken the value of the ruble; downgrade the country’s credit rating; freeze Russian securities and/or funds invested in prohibited assets and impair the ability to trade in Russian securities and/or other assets; and have other adverse consequences on the Russian government, economy, companies and region. Further, several large corporations and U.S. states have announceddivested plans to divesttheir interests or otherwise curtailcurtailed business dealings with certain Russian businesses.

In addition, the recentongoing outbreak of hostilitiesconflicts in Europe and the Middle East and escalating tensions in the region may create volatility and disruption of global markets.

The ramifications of the hostilitiesconflicts and sanctions, however, may not be limited to RussiaRussia, Europe and the Middle East and RussianRussian, andEuropean or Middle Eastern companies, respectively, but may spill overextend to and negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have done business with Russia) and on various sectors, industries and markets for securities and commodities globally, such as oil and natural gas. Accordingly, the actions discussed above and theany potentialfurther forexpansion aof widerongoing conflictconflicts could increase financial market volatility, causenegatively severe negative effects onimpact regional and global economic markets, industries, and companies and have a negative effect on the Company’sour investments and performance, which may, in turn, impact the valuation of such portfolio companies. In addition, parties in such conflicts may take retaliatory actions andsuch other countermeasures, includingas cyberattacks andor espionage against other countries and companies around the world, whichand mayany such countermeasures could negatively impact such countries and/or the companies in which we invest. The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted. These and any related events could have a significant impact on our performance and the value of an investment in us.

We, and others in our industry, are the targets of malicious cyber activity, which we work hard to prevent. A successful cyber-attack, whether perpetrated by criminal or state-sponsored actors, against us or our service providers, or an accidental disclosure of non-public information, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. IfThe rapid evolution and scale of artificial intelligence technologies also may increase the likelihood or effectiveness of a significantcyberattack numberagainst ofus, the membersAdvisers, our third-party service providers, or the portfolio companies in which we invest. For example, artificial intelligence-enabled fraud can materially impact the effectiveness of our managementtraditional werecybersecurity unavailablecontrols inby theaccelerating eventand ofscaling asocial disaster,engineering, ourcreating abilityrealistic tosynthetic effectivelydocuments, conductand ourdefeating businesscommon couldauthentication be severely compromised.methods.

The Advisers and third-party service providers with which we do business depend heavily upon computer systems to perform necessary business functions. We also rely on the communications and information technology systems that the Advisers share with TIAA, the ultimate parent company of the Advisers. Despite the implementation of a variety of security measures, computer systems could be subject to unauthorized access, acquisition, use, alteration, or destruction, such as from the insertion of malware (including ransomware), physical and electronic break-ins or unauthorized tampering. The Advisers and their affiliates, including TIAA, may experience threats to their data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, personal and other information processed and stored in, and transmitted through, the Advisers’ computer systems and networks, or otherwise cause interruptions or malfunctions in operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory enforcement action and penalties and/or customer dissatisfaction or loss. Due to their reliance on TIAA's information technology infrastructure, the failure of cybersecurity protection systems or a material cybersecurity event experienced by TIAA would likely have a direct impact on the Advisers and impair our ability to conduct business effectively. Additionally, if a significant number of the members of our management were unavailable in the event of a disaster, our ability to effectively conduct our business could be severely compromised.

Third parties with which we do business are sources of cybersecurity or other technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as customer, counterparty, employee and borrower information. Cybersecurity failures or breaches by our Advisers and other service providers (including, but not limited to, accountants, custodians, transfer agents and administrators), and the issuersportfolio of securitiescompanies in which we invest, also have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with our ability to calculate our NAV, impediments to trading, the inability of our shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputation damages, reimbursement of other compensation costs, or additional compliance costs. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, acquisition, use, alteration or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.

Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. For example, the SEC adopted rules requiring disclosure of material cybersecurity incidents and disclosure relating to cybersecurity risk management, and amendments to Regulation S-P governing policies and procedures designed to address unauthorized access to customer information. We may face increased costs to comply with any new or changing regulations. In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. Currently, we are covered under TIAA’s insurance policy relating to cybersecurity risks; however, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are not fully insured.

The information in this management's discussion and analysis of our financial condition and results of operations relates to Nuveen Churchill Direct Lending Corp., including its wholly owned subsidiaries (collectively, "we", "us", "our", or the "Company"). The information contained in this section should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements, which relate to future eventsevents, or the future performance or financial condition of and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of and elsewhere in this Annual Report on Form 10-K. This discussion also should be read in conjunction with the “Forward-Looking Statements” in this Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking statements.

We were formed on March 13, 2018 as a Delaware limited liability company and converted into a Maryland corporation on June 18, 2019, prior to the commencement of operations. We are a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, we have elected, and intend to qualify annually thereafter,annually, to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under Subchaptersubchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

We have entered into an investment advisory agreement (as amended and restated, the “Advisory Agreement”) with Churchill DLC Advisor LLC (f/k/a Nuveen Churchill Advisors LLC) (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement (as amended and restated, the “CAM Sub-Advisory Agreement”) to Churchill Asset Management LLC (“Churchill”). In addition, the Adviser and Churchill have engaged Nuveen Asset Management, LLC (“Nuveen Asset Management” and together with the Adviser and Churchill, the "Advisers") pursuant to a sub-advisory agreement (the "NAM Sub-Advisory Agreement"), pursuant to which Nuveen Asset Management may manage a portion of our portfolio consisting of cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments, subject to the pace and amount of investment activity in the middle market investment program. Under the administration agreement (the “Administration Agreement”), we are provided with certain services by an administrator, Churchill BDC Administration LLC (f/k/a Nuveen Churchill Administration LLC) (the “Administrator”). The Adviser, Churchill, Nuveen Asset Management and Administrator are all affiliates and subsidiaries of Nuveen, LLC (“Nuveen”), a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”).

Churchill NCDLC CLO-I, LLC (“CLO-I”), Churchill NCDLC CLO-II, LLC (“CLO-II”), Churchill NCDLC CLO-III, LLC (“CLO-III”), Nuveen Churchill BDC SPV IV, LLC (“SPV IV”), Nuveen Churchill BDC SPV V, LLC (“SPV V”) and NCDL Equity Holdings LLC ("NCDL Equity Holdings") are wholly owned subsidiaries of the Company and are consolidated in these financial statements commencing from the date of their formation. CLO-I, CLO-II and CLO-III have completed term debt securitizations in May 2022, December 2023 and March 2024, respectively.securitizations. SPV IV and SPV V primarily invest in first-lien senior secured debt and unitranche loans. NCDL Equity Holdings was formed to hold certain equity-related securities.

Our level of investment activity varies substantially from period to period depending on many factors, including the amount we have available to investinvest, as well as the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity in the middle market, the general economic environment and the competitive environment for the types of investments we make.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. To the extent we continue to qualify as a RIC, we generally will not be subject to U.S federal income tax on any income we timely distribute to our shareholders.

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we may generate income from dividends on direct equity investments,investments and capital gains on the sales of loans or debt and equity securities. Our debt investments generally bear interest at a floating rate usually determined on the basis of a benchmark, such as the Secured Overnight Financing Rate (“SOFR”). Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity dates. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also may reflect the proceeds of sales of securities. In addition, we may generate revenue in the form of commitment, origination, structuring, diligence, consulting or prepayment fees associated with our investment activities as well as any fees for managerial assistance services rendered by us to portfolio companies and other investment related income.

The Adviser, Churchill, Nuveen Asset ManagementAdvisers and their respective affiliates are responsible for bearing the compensation and routine overhead expenses allocable to personnel providing investment advisory and management services to us. We bear all other out-of-pocket costs and expenses of its operations and transactions, including those costs and expenses incidental to the provision of investment advisory and management services to us (such as items in the third and fourth bullets listed below).

•Approximately 81%87.28% of our debt investments have financial covenants.4 ________________________________________ 1 These calculations include all private debt investments for which fair value is determined by the Adviser in its capacity as the Valuation Designee of the Company's board of directors (the “Board”), and excludes quoted assets. Amounts are weighted based on fair market value of each respective investment as of its most recent quarterly valuation, which are derived from the most recently available portfolio company financial statements.

2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser,Adviser and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments,co-investments and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have maintenance financial covenants,covenants and first lien loans that the Adviser has assigned a risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 72.32%76.91% of our total investments, and 79.82%85.93% of our total first lien loan investments, in each case based upon fair value.

3 Net leverage is the ratio of total debt minus cash divided by EBITDA, taking into account only the debt issued through the tranche in which we are a lender. Leverage is derived from the most recently available portfolio company financial statements,statements and weighted by the fair value of each investment. Net leverage presented excludes equity investments as well as debt instruments to which the Adviser has assigned a risk rating of 8 or higher,higher and any portfolio companies with net leverage of 15x or greater.

1As of December 31, 2024,2025, Subordinated Debt iswas comprised of second lien term loans and/or second lien notes of $67,780,$74,262, mezzanine debt of $89,740$84,633 and $1,618 of structured debt of $2,479 at fair value; andSubordinated Debt was comprised of second lien term loans and/or second lien notes of $71,622,$78,960, mezzanine debt of $94,978$96,113 and $4,357 of structured debt of $4,583 at amortized cost.

As of December 31, 2023,2024, Subordinated Debt iswas comprised of second lien term loans and/or second lien notes of $97,203$67,780, mezzanine debt of $83,528$89,740 and $2,656 of structured debt of $1,618 at fair value; andSubordinated Debt was comprised of second lien term loans and/or second lien notes of $100,711,$71,622, mezzanine debt of $86,495$94,978 and $3,247 of structured debt of $4,357 at amortized cost.

1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 20242025 was 10.30%.9.36%. ThereWeighted wereaverage noyield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2023.2024, was 10.30%.

2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 20242025 was 10.40%.9.54%. ThereWeighted wereaverage noyield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2023.2024, was 10.40%.

As of December 31, 2024,2025, 93.80%99.95% and 93.90%99.95% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2023,2024, 94.43%99.10% and 94.55%99.09% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status, if any.status. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 11.72%10.33% to 10.33%9.48% from December 31, 20232024 to December 31, 2024.2025. The decrease in weighted average yields was primarily due to theoverall tightening of spreads in newly originated investments madeand inlower 2024.base Weinterest also saw an increase in repricing transactions for existing portfolio investments in 2024.rates.

As of December 31, 20242025 and December 31, 2023,2024, the weighted average Internal Risk Rating of our investment portfolio was 4.134.24 and 4.14,4.13, respectively. As of December 31, 2025, there were investments in four portfolio companies on non-accrual with an aggregate cost of $24.4 million, which represented approximately 1.22% of total investments at cost. As of December 31, 2024, there waswere investments in one portfolio company on non-accrual.non-accrual Aswith ofan December 31, 2024, the amortizedaggregate cost of the portfolio company on non-accrual status was $7,257, which representsrepresented approximately 0.35% of total investments at amortized cost. As of December 31, 2023, there were no loans on non-accrual.

Investment income increaseddecreased to $207.9 million for the year ended December 31, 2025 from $224.0 million for the year ended December 31, 2024 from $161.8 million for the year ended December 31, 2023, primarily due to increased investment activity driven by an increase in our deployed capital, slightly offset by a decrease in the weighted average yield of our debt and income producing investments as a result of market spread tightening and a decline in SOFR.2024. As of December 31, 2024,2025, the size of our portfolio increaseddecreased to $2.1$2.0 billion from $1.7$2.1 billion as of December 31, 2023,2024, at cost. As of December 31, 2024,2025, the weighted average yield of our debt and income producing investments decreased to 10.33%9.48% from 11.72%10.33% as of December 31, 2023,2024, at cost, primarily due to overall tightening of spreads in newly originated investments, the refinancing andor repricing of existing portfolio companies, and the decline in base interest rates. ShiftingShifts in base interest rates, such as SOFR and anyother applicable alternatebenchmark rates, may affect our investment income in the future.income.

Investment income increased to $224.0 million for the year ended December 31, 2024 from $161.8 million for the year ended December 31, 2023, respectively, from $82.5 million for the comparable periods in the prior year, primarily due to an increase in interest income from higher weighted average interest rates and increased investment activity driven by an increase in our deployed capital.capital, Asslightly ofoffset Decemberby 31,a 2023,decrease the size of our portfolio increased to $1.7 billion from $1.2 billion as of December 31, 2022, at cost. As of December 31, 2023,in the weighted average yield of our debt and income producing investments as a result of market spread tightening and a decline in SOFR. As of December 31, 2024, the size of our portfolio increased to 11.72%$2.1 billion from 10.61%$1.7 billion as of December 31, 2022,2023, at cost. As of December 31, 2024, the weighted average yield of our debt and income producing investments decreased to 10.33% from 11.60% as of December 31, 2023, at cost, primarily due to increasesoverall tightening of spreads in newly originated investments, the refinancing or repricing of existing portfolio companies, and the decline in base interest rates.

Total expenses before expensewaived supportincentive increasedfees and excise tax decreased to $77.9$116.6 million for the year ended December 31, 20232025, from $37.1$118.5 million for the year ended December 31, 2022.2024.

Interest and debt financing expenses increaseddecreased for the year ended December 31, 20232025 compared to the year ended December 31, 20222024, primarily due to a lower average interest rate, partially offset by higher average daily borrowings,borrowings higherand averageone-time interestcosts rates,associated with debt facility refinancings completed during the additionfirst quarter of 2025, as further described below in Borrowings. Average daily borrowings increased during the year ended December 31, 2025 primarily due to the issuance of the 2030 Notes and the increase in borrowings on the Revolving Credit Facility (aseach defined below). inFor the secondyear quarterended December 31, 2025, we recorded $1.4 million of 2023non-recurring interest and debt financing expenses relating to the completionacceleration of thedeferred 2023financing Debtcosts Securitizationfrom (asthese definedrefinancing below) on December 7, 2023.transactions. The average daily borrowings for the year ended December 31, 20232025 waswere $816.2$1,138.7 million compared to $566.2$995.1 millionmillion, for the year ended December 31, 2022.2024, respectively. The average annual interest rate for the year ended December 31, 20232025 was 7.23%6.51%, compared to 4.29%7.61% for the year ended December 31, 2022.2024.

Management fees increased for the year ended December 31, 2024 from the comparable periods in 2023 driven by an increase in our total assets. Incentive fees based on income for the year ended December 31, 2024 of $17.4 million were waived in accordance with our Advisory Agreement. The increase in management fees for the year ended December 31, 20232024 from the comparable period in 20222023 was driven by our deployment of capital and our increasing invested balance.

Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of the our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. The increases in professional,Professional, administration, and other general and administrative fees for the yearyears ended December 31, 20242025, from2024, the comparable periods inand 2023 were $7.6 million, $6.0 million and 2022$5.8 weremillion, primarily driven by growing needs of the business given the increase in the Company's size year over year.respectively.

For the year ended December 31, 2024,2025, we hadrecognized a net realized loss on investments of $(13.26.0) millionmillion, compared to a net realized loss of $(8.013.2) million for the year ended December 31, 2023.2024. The net realized loss for the year ended December 31, 20242025 was primarily driven by the restructuring of twoan underperforming portfoliodebt companies,position, partially offset by realized gains from full or partial repayments.repayments and sales of investments in portfolio companies.

We 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, compared to a net change in unrealized gain of $0.7 million for the year ended December 31, 2023, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period.2024. The increase in total net change in unrealized gainslosses for the year ended December 31, 2024,2025, compared to the total net change in unrealized gains for the year ended December 31, 2023,2024, primarily resulted from adecreases in fair value of certain underperforming portfolio companies, partially offset by the reversal of unrealized lossesloss on underperforminga portfoliodebt companies,position asthat wellwas asrestructured marketduring spreadthe tightening.year.

We recorded a net change in unrealized gain of $7.3 million for the year ended December 31, 2024, compared to a net change in unrealized gain of $0.7 million for the year ended December 31, 2023,2023. comparedThe toincrease ain net unrealized loss of $(27.9) million for the year ended December 31, 2022, which reflects thetotal net change in the fair value of our investment portfolio relative to its cost basis over the period. The increase in unrealized gains for the year ended December 31, 20232024, compared to the comparabletotal periodnet change in 2022unrealized gains for the year ended December 31, 2023, primarily resulted primarily from athe reversal of an unrealized losslosses on two underperforming debtportfolio positionscompanies, andas thewell tightening ofas market spreads.spread tightening.

Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, net proceeds of public offerings of equitydebt securities and debtequity securities,securities (including through the ATM Program, as described below), and our net borrowings from our creditRevolving facilitiesCredit Facility (as defined below) and CLO debt issuances (discussed further below). Prior to our IPO on January 29, 2024, we also generated cash flow from the proceeds of capital drawdowns of our privately placed capital commitments. Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings, and (iv) cash distributions to the holders of our shares, and (v) share repurchases under the Company 10b5-1 Plan (defined below).shares.

To facilitate public offerings of equity securities and debt securities, on December 20, 2024, we filed a shelf registration statement that automatically became effective upon filing with the SEC.SEC that is effective for a three-year term, expiring on December 20, 2027. As a well-known seasoned issuer, we are permitted to register an indeterminate number of securities under the shelf registration statement and, therefore, there is no specific dollar limit on the amount of securities we may issue. The shelf registration statement permits us to offer, from time to time, our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts or a combination of these methods. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement at the time of any offering.

As of December 31, 20242025, our debt consisted of a revolving credit facility, debt securitizations, and unsecured notes. As of December 31, 2023,2024, our debt consisted of asset based leverage facilities, a revolving credit facility, and debt securitizations. We may,have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. As of December 31, 20242025 and December 31, 2023,2024, our asset coverage ratio was 187.03%178.55% and 178.57%,187.03%, respectively.

Cash and cash equivalents as of December 31, 2024,2025, taken together with our unused capacity under our creditRevolving facilitiesCredit Facility is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of December 31, 2024,2025, we had $119.0$259.0 million available under our WellsRevolving FargoCredit Financing Facility (as defined below) and $87.3 million available under our SMBC Corporate Revolver (as defined below).Facility.

For the year ended December 31, 2023,2025, our cash and cash equivalents balance increased by $28.1$19.2 million. During that period, $369.5$194.2 million was usedprovided inby operating activities, primarily relating to investmentproceeds purchasesfrom of $589.0 million, offset by $146.4 million inprincipal repayments and sales of investments inof portfolio$456.2 companies.million offset by investment purchases of $350.7 million. During the same period, $397.7$175.0 million was providedused byin financing activities, consisting primarily of proceedsnet fromrepayments issuanceof debt of $1.4 million, shareholder distributions of $102.3 million and repurchases of common shares and secured borrowings of $218.9$65.7 million and $810.9 million, respectively, net of shareholder distributions and repayments of secured borrowings of $63.2 million and $564.5 million, respectively.million.

For the year ended December 31, 2022,2024, our cash and cash equivalents balance increaseddecreased by $4.1$(24.1) million. During that period, $427.8$297.2 million was used in operating activities, primarily duerelating to investment purchases of $502.3investments of $863.6 million, offset by $49.3$430.0 million in proceeds from principal repayments and sales of investments in portfolio companies.investments. During the same period, $431.9$273.1 million was provided by financing activities, consisting primarily of proceeds from issuance of common shares and securedproceeds borrowingsfrom debt of $174.6$241.7 million and $762.2$884.2 million, respectively, net of shareholder distributions and and repayments of secured borrowingsdebt of $34.7$95.2 million and $466.8$721.1 million, respectively.

IPOInitial andPublic Private OfferingsOffering

Prior to April 28, 2023, inIn connection with our Private Offerings,Offerings and prior to April 28, 2023 (the final closing of the Private Offering), we entered into subscription agreements (“Subscription Agreements”) with investors, pursuant to which investors were required to fund drawdowns to purchase our shares of common stock up to the amount of their respective capital commitment each time we delivered a drawdown notice. FollowingAs the final drawdown notice dated December 21, 2023 and due onof January 5, 2024, all capital commitments in the amount of $906.4 million had been drawn.

The following table summarizes the dividendsCompany's declareddistributions fromrecorded inceptionfor throughthe year ended December 31, 20242025:

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 thosethe 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 SEC’s website at sec.gov.

Our portfolio and investment activity for the three and six months ended MarchJune 31,30, 2026 and 2025 is presented below (dollar amounts in thousands):

As of MarchJune 31,30, 2026, our debt portfolio reflected the following characteristics, based on fair value:

•Weighted average reported annual EBITDA of $75.6$76.88 million.1million;1

•Weighted average of 2.27x2.46x interest coverage ratio for our first-lien loans2loans;2

•Weighted average of 5.09x5.20x net leverage.3leverage;3 and

2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loansloan investments that do not have financial maintenance covenants and first lien loans that the Adviser has assigned aan internal risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 75.68%74.47% of our total investments, and 84.40%83.11% of our total first lien loan investments, in each case based upon fair value.

As of MarchJune 31,30, 2026 and December 31, 2025, our investments consisted of the following (dollar amounts in thousands):

1As of MarchJune 31,30, 2026, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $60,843,$61,041, mezzanine debt of $84,627$77,229 and structured debt of $2,624$1,337 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $67,184,$62,705, mezzanine debt of $98,459$84,740 and structured debt of $4,635$3,282 at cost.

The industry composition of our portfolio as a percentage of fair value as of MarchJune 31,30, 2026 and December 31, 2025 was as follows:

As of MarchJune 31,30, 2026, our estimated exposure to the software sector represented 2.38%2.42% of the total portfolio, at fair value. The estimate of software exposure (i) includes any borrower whose business model reflects the operating or structural characteristics of a software company, regardless of its industry classification, and (ii) excludes technology-adjacent companies, such as managed service providers and systems integrators, that may be assigned to 'High-Tech Industries' under Moody's industry classification,classification but do not derive revenue from the licensing or subscription of proprietary software. As a result, certain borrowers classified within 'High-Tech Industries' in the table above are excluded from the software sector estimate, while certain borrowers classified in other industries are included, based on whether they derive revenue from proprietary software licensing or subscriptions. We believe this estimate is an accurate representation of our software sector exposure. Results will differ, in some cases significantly, if an alternative industry classification methodology were applied.

The weighted average yields of our investments as of MarchJune 31,30, 2026 and December 31, 2025 were as follows:

1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of MarchJune 31,30, 2026 was 9.18%.9.03%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2025, was 9.36%.

2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of MarchJune 31,30, 2026 was 9.40%.9.27%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2025, was 9.54%.

As of MarchJune 31,30, 2026, 100.00%99.95% and 100.00%99.95% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2025, 99.95% and 99.95% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 9.48% to 9.31%9.28% from December 31, 2025 to MarchJune 31,30, 2026. The decrease in weighted average yields was primarily due to overall tightening of spreads in newly originated investments and lower base interest rates.

PrivateIn the second quarter, private equity mergers and acquisitions activity enteredwas highly selective, as financial sponsor deal activity slowed compared to the first quarterquarter, despite overall global mergers and acquisitions recording new highs. Private equity volumes were relatively light compared to prior periods, driven by continued market volatility, as buyers navigated geopolitical uncertainties and AI-driven disruptions. Existing portfolio companies continue to be a source of 2026deal with early momentum before experiencing a meaningful slowdown,volume as marketsponsors volatilitypursue stemminginorganic fromgrowth globalthrough trade policy uncertainty, rising geopolitical tensions,buy and concernsbuild surroundingstrategies. theThe impactgap ofbetween artificialstrategic intelligenceacquirers onand certainprivate industriesequity disruptedsponsors deal flow during the period. M&A pipelines had been reopening heading into the quarterwidened, as buyer-sellerfinancial valuationsponsors gapsfaced narroweddisciplined underwriting and extendedtighter holdcredit periods created incentives for sponsors to transact as their investment periods matured. While private equity-backed transaction volumes showed improvement earlier in the quarter, deal activity moderated in March as renewed macro risks weighed on market sentiment.constraints. Nevertheless, substantial dry powder remains available, and a stabilization of market conditions could support a resumption of deal activity. Repayment and exit activity decreasedin slightlyprivate equity sponsor deals slowed significantly during the first quarter ofamid 2026increased comparedmacroeconomic to prior periods, as market volatilityuncertainty and aAI-related risk-offsector environment among lenders modestly constrained new transaction activity and refinancing volumes.disruptions. While repayment activity may continue to offset new investment deployment, we believe that well-capitalized lenders with available liquidity, existing portfolio company relationships, and strong proprietary sponsor networks are well-positioned to benefit from a market recovery when conditions stabilize.

In addition to market volatility and uncertainty, certain broader macro-economic risks remain. Changes to trade policies, including the imposition of new tariffs by the current administration, could disrupt supply chains and may negatively impact the financial condition of certain of our portfolio companies as well as the macro-economic environment. To the extent tariff policies are modified or customs refunds are processed, such developments could partially mitigate the impact on affected portfolio companies, though the timing and magnitude of any such adjustments remain uncertain. Additionally, rising geopolitical tensions have contributed to capital marketmarkets volatility and upward pressure on inflation, further complicating the macro-economic outlook. While we have not observed significant energy input cost increases affecting our portfolio companies to date, we continue to monitor the potential effect of energy price volatility on portfolio company operating costs and margins. Given that inflation remains above the Fed’s targets, expectations for rate cuts for the remainder of the year have diminished with the forward SOFR curve now showing potential rate increases. To the extent the SOFR reference rate increases, such increases could create additional burden on levered portfolio companies in servicing their debt obligations. The rapid evolution and adoption of artificial intelligence technologies may also create both opportunities and challenges for certain businesses, potentially reshaping competitive dynamics, operational models, and workforce requirements across industries. In light of these dynamics, we are closely monitoring the performance and outlook of our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, pricing power, strong free cash flow generation, and multiple channels to source products or materials. There can be no assurance that economic conditions or competitive market dynamics will not adversely impact certain of our portfolio companies, which could have an impact on our future results.

5.Performing - Management Notice: Borrower is operating below the Base Case. Adverse trends in business conditions and/ or industry outlook are viewed as temporary. There is no immediate risk of payment default and only a low to moderate risk of covenant default.

The following table shows the investment ratings of the investments in our portfolio (dollar amounts in thousands):

As of MarchJune 31,30, 2026 and December 31, 2025, the weighted average Internal Risk Rating of our investment portfolio was 4.3 and 4.2, respectively. As of MarchJune 31,30, 2026, there were investments in fivenine portfolio companies on non-accrual with an aggregate cost of $25.9$52.4 million, which represented approximately 1.28%2.66% of total investments at cost. As of December 31, 2025, there were investments in four portfolio company on non-accrual with an aggregate cost of $24.4 million, which represented approximately 1.22% of total investments at cost.

Operating results for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows (dollars amounts in thousands):

Investment income decreasedfor the three and six months ended June 30, 2026 was $44.3 million and $90.6 million, respectively, compared to $46.3$53.1 million and $106.7 million for the three monthsand ended March 31, 2026 from $53.6 million for the threesix months ended MarchJune 31,30, 2025.2025, respectively. As of MarchJune 31,30, 2026,2026 and June 30, 2025, the size of our portfolio decreasedwas $2.0 billion and $2.0 billion, at cost, respectively. Average par value of funded debt investments for the three and six months ended June 30, 2026 was $2.0 billion and $2.0 billion, respectively, compared to $2.0 billion fromand $2.1 billion asfor ofthe Marchthree 31,and six months ended June 30, 2025, at cost.respectively. As of MarchJune 31,30, 2026, the weighted average yield of our debt and income producing investments decreased to 9.31%9.28% from 10.10%10.08% as of MarchJune 31,30, 2025, at cost, primarily due to overall tightening of spreads in newly originated investments during 2025, the refinancing or repricing of existing portfolio companies to marginally lower spreads, and the decline in base interest ratesrates, comparedas tospreads on newly originated investments have remained relatively stable over the prior period. Shifts inShifting base interest rates, such as SOFR and otherany applicable benchmarkalternate rates, also may affect our investment income.

Total expenses before waived incentive fees decreased to $26.2$24.1 million and $50.3 million for the three and six months ended MarchJune 31,30, 2026, respectively, from $28.4$30.3 million and $58.7 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively.

Interest and debt financing expenses decreased for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025, primarily due to a lower average interest rate and lower average daily borrowings, partially offset by one-time costs associated with debt facility refinancings completed during the first quarter of 2026, as further described below in Borrowings. Average daily borrowings decreased during the threesix months ended MarchJune 31,30, 2026 primarily due to a decrease in borrowings on the Revolving Credit Facility (defined below). For the threesix months ended MarchJune 31,30, 2026, we recorded $0.8 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs in connection with the CLO-II Refinancing. The average daily borrowings for the three and six months ended MarchJune 31,30, 2026 were $1.1 billion and $1.1 billion, respectively, compared to $1.2 billion and $1.2 billion for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The average annual interest rate for the three and six months ended MarchJune 31,30, 2026 was 5.89%,5.72% and 5.80%, respectively, compared to 6.57%6.62% and 6.59% for the three and six months ended MarchJune 31,30, 2025.2025, respectively.

Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the three and six months ended MarchJune 31,30, 2026 were $1.8 million and $3.7 million, respectively, compared to $1.4$2.0 million and $3.4 million for the three and six months ended MarchJune 31,30, 2025.

For the three months ended MarchJune 31,30, 2026, we recognizedrecorded a net realized loss on investments of $(3.311.3) million,million compared to a net realized gainloss of $1.1$(10.7) million for the three months ended MarchJune 31,30, 2025. The net realized loss for the three months ended MarchJune 31,30, 2026 resulted primarily from amendments of two underperforming debt positions. For the six months ended June 30, 2026, we recorded a net realized loss on investments of $(14.6) million, compared to a net realized loss of $(9.6) million for the six months ended June 30, 2025. The net realized loss for the six months ended June 30, 2026 was primarily driven by theactions restructuringtaken ofon twofour underperforming debt positions, two of which were restructured and two of which were amended, partially offset by realized gains from full or partial repayments and sales of investments in portfolio companies.

WeFor the three and six months ended June 30, 2026, we recorded a net change in unrealized loss of $(7.86.0) million and $(13.9) million, respectively, compared to a net change in unrealized gain of $3.8 million for the three months ended MarchJune 31,30, 2026,2025 compared toand a net change in unrealized loss of $(13.69.8) million for the threesix months ended MarchJune 31,30, 2025. The total net change in unrealized lossesloss for the three and six months ended MarchJune 31,30, 2026 primarily resulted from benchmark spread widening and decreases in the fair value of certain underperforming portfolio companies, partially offset by the reversal of unrealized losses on underperforming debt positions that were restructured or amended during the period.

Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, net proceeds of public offerings of debt securities and equity securities (including through the ATM Program, as described below), and our net borrowings from our Revolving Credit Facility (as defined below) and CLO debt issuances (discussed further below). Due to an uncertain economic outlook, elevated capital market volatility, and evolvingincreased macroeconomic conditions,uncertainties (rising geopolitical tensions), we regularly evaluate our overall liquidity position and take proactive steps to maintain and strengthen that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings, (iv) cash distributions to the holders of our shares, and (v) share repurchases under the Company 10b5-1 Plan (as defined below).

As of MarchJune 31,30, 2026 and December 31, 2025, our debt consisted of a revolving credit facility, debt securitizations, and unsecured notes. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. As of MarchJune 31,30, 2026 and December 31, 2025, our asset coverage ratio was 175.84%177.64% and 178.55%, respectively.

Cash and cash equivalents as of MarchJune 31,30, 2026, taken together with our unused capacity under our Revolving Credit Facility is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of MarchJune 31,30, 2026, we had $233.0$278.5 million available under our Revolving Credit Facility.We believe maintaining adequate liquidity is particularly important in the current market environment, as it positions us to take advantage of investment opportunities that may arise as market conditions evolve and stabilize.

For the threesix months ended MarchJune 31,30, 2026, our cash and cash equivalents balance decreased by $12.1$16.7 million. During that period, $13.7$47.3 million was usedprovided inby operating activities, primarily relating to purchases of investments of $85.4 million, partially offset by $65.0$132.5 million of proceeds from principal repayments and sales of investments.investments, partially offset by purchases of investments of $110.2 million. During the same period, $1.7$64.0 million was providedused byin financing activities, consisting of proceeds from debt of $272.5$301.0 million, partially offset by repayments of debt of $247.2$321.6 million, shareholder distributions of $22.2$42.0 million and payments of deferred financing costs of $1.4 million.

For the threesix months ended MarchJune 31,30, 2025, our cash and cash equivalents balance increased by $5.9$704.0 million.thousand. During that period, $8.8$128.3 million was usedprovided inby operating activities, primarily relating to investment purchases of investments of $153.0$234.1 million, partially offset by $148.4$310.6 million in repayments and sales of investments.investments in portfolio companies. During the same period, $14.7$(127.6) million was providedused byin financing activities, consisting of proceeds from debtprimarily of $796.8 million, partially offset bynet repayments of debtsecured borrowings of $710.0$1.2 million, shareholder distributions of $57.7 million and repurchases of common shares of $37.1 million, shareholder distributions of $29.5 million, and payments of deferred financing costs of $5.6$63.1 million.

As of MarchJune 31,30, 2026, we had not sold any shares of common stock through the ATM Program.

The following table summarizes the Company's distributions recorded for the threesix months ended MarchJune 31,30, 2026:

The following table summarizes the Company's distributions recorded for the threesix months ended MarchJune 31,30, 2025:

The following table reflects the shares distributed pursuant to the dividend reinvestment plan for the threesix months ended MarchJune 31,30, 2026:

The following table reflects the shares distributed pursuant to the dividend reinvestment for the threesix months ended MarchJune 31,30, 2025:

The following table reflects the shares repurchased pursuant to the Prior Company 10b5-1 Plan for each month from inception through July 21, 2025, the date the Prior Company 10b5-1 Plan terminated (dollar amounts in thousands, except share and per share data):

As of MarchJune 31,30, 2026, we did not repurchase any shares under the Company 10b5-1 Plan.

We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn in U.S. dollars will bear interest at either Term SOFR plus a margin or the prime rate plus a margin. We may elect either the Term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at our option, subject to certain conditions. Amounts drawn in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin. We also will pay a fee of 0.375% per annum on average daily undrawn amounts. As of MarchJune 31,30, 2026 and December 31, 2025, the Revolving Credit Facility bore interest at one-month SOFR plus 2.00% per annum.

The notes offered in the 2022 Debt Securitization (the “2022 Notes”) were issued by CLO-I, ana indirect,direct, wholly owned, consolidated subsidiary of the Company. The 2022 Notes consisted of $199.0 million of AAA Class A-1 2022 Notes, which bore interest at the three-month Term SOFR plus 1.80%; $34.3 million of AAA Class A-1F 2022 Notes, which bore interest at 4.42%; $47.3 million of AA Class B 2022 Notes, which bore interest at the three-month Term SOFR plus 2.30%; $31.5 million of A Class C 2022 Notes, which bore interest at the three-month Term SOFR plus 3.15%; $27.0 million of BBB Class D 2022 Notes, which bore interest at the three-month Term SOFR plus 4.15%; and $79.3 million of Subordinated 2022 Notes, which do not bear interest. The Company directly ownsowned all of the BBB Class D 2022 Notes and the Subordinated 2022 Notes and, as such, these notes arewere eliminated in consolidation.

As part of the 2022 Debt Securitization, CLO-I also entered into a loan agreement (the “CLO-I Loan Agreement”) on the CLO-I Original Closing Date, pursuant to which various financial institutions and other persons which are, or may become, parties to the CLO-I Loan Agreement ascertain lenders (the “CLO-I Lenders”) committed to make $30.0 million of AAA Class A-L 2022 Loans to CLO-I (the “2022 Loans” and, together with the 2022 Notes, the “2022 Debt”). The 2022 Loans bore interest at the three-month Term SOFR plus 1.80% and were fully drawn upon the closing of the transactions. Any CLO-I Lender could have elected to convert all of the Class A-L 2022 Loans held by such CLO-I Lenders into Class A-1 2022 Notes upon written notice to CLO-I in accordance with the CLO-I Loan Agreement.

The 2022 Debt was the secured obligation of CLO-I, and the indenture and the CLO-I Loan Agreement, as applicable, governing the 2022 Debt includesincluded customary covenants and events of default. The 2022 Debt was not registered under the Securities Act, or any state “blue sky” laws.

As part of the CLO-I Refinancing, on the CLO-I Refinancing Date, CLO-I also entered into an amended and restated loan agreement (the “Class A-L-R Loan Agreement”), pursuant to which various financial institutions and other persons which are, or may become, parties thereto as lenders (the “Class A-L-R Lenders”) committed to make $30.0 million of AAA Class A-L-R 2025 Loans to CLO-I (the “Class A-L-R 2025 Loans” and, together with the 2025 Notes, the “2025 Debt”). The Class A-L-R 2025 Loans bear interest at the three-month Term SOFR plus 1.38% and were fully drawn on the CLO-I Refinancing Date. Any Class A-L-R Lender may elect to convert a portion or all of the Class A-L-R 2025 Loans held by such Class A-L-R Lender into Class A-R 2025 Notes upon written notice to CLO-I in accordance with the Class A-L-R Loan Agreement.

The 2025 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2030, all principal collections received on the underlying collateral may be used by CLO-I to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-I and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the CLO-I Refinancing. The 2025 NotesDebt are duematures on April 20, 2038. The Class A-L-R 2025 Loans are scheduled to mature on, and, unless earlier repaid, the entire unpaid principal balance thereof is due2038 and payable on, April 20, 2038. The 2025 Notes may be optionally redeemed,redeemed andor the Class A-L-R 2025 Loans may be optionally prepaid,prepaid on or after April 20, 2027.

The 2025 Debt is the secured obligation of CLO-I and the supplemental indenture and the Class A-L-R Loan Agreement, as applicable, governing the 2025 Debt include customary covenants and events of default. The 2025 Debt has not been, and will not be, registered under the Securities Act or any state “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange CommissionSEC or applicable exemption from registration.

The notes offered in the 2023 Debt Securitization (the “2023 Notes”) were issued by CLO-II, ana indirect,direct, wholly owned, consolidated subsidiary of the Company. The 2023 Notes consisted of $2.0 million of AAA Class X 2023 Notes, which bore interest at the three-month Term SOFR plus 2.00%, $100.5 million of AAA Class A-1 2023 Notes, which bore interest at the three-month Term SOFR plus 2.35%; $37.5 million of AA Class B 2023 Notes, which bore interest at three-month Term SOFR plus 3.20% and approximately $83.1 million of Subordinated 2023 Notes, which did not bear interest. The Company directly owned all of the Subordinated 2023 Notes and as such, these notes were eliminated in consolidation.

As part of the 2023 Debt Securitization, CLO-II also entered into a loan agreement (the “CLO-II Loan Agreement”) on the CLO-II Original Closing Date, pursuant to which various financial institutions and other persons which were parties to the CLO-II Loan Agreement ascertain lenders (the “CLO-II Lenders”) committed to make $25.0 million of AAA Class A-L-A 2023 Loans and $50.0 million AAA Class A-L-B 2023 Loans to CLO-II (the “2023 Loans” and, together with the 2023 Notes, the “2023 Debt”). The 2023 Loans bore interest at the three-month Term SOFR plus 2.35% and were fully drawn upon the closing of the transactions.

The notes offered in the CLO-II Refinancing (the "2026 Notes") were issued by CLO-II. The 2026 Notes consist of $125.5 million of AAA Class A-R 2026 Notes, which bear interest at the three-month Term SOFR plus 1.38%; $37.5 million of AA Class B-R 2026 Notes, which bear interest at the three-month Term SOFR plus 1.70%; and $86.7 million of Subordinated 2026 Notes, which do not bear interest and of which $83.1 million were issued on the CLO-II Original Closing Date and remained outstanding on the CLO-II Refinancing Date. The Company directly retained all of the Subordinated 2026 Notes and, as such, these notes are eliminated in consolidation.

In connection with the issuance of the 2026 Notes, on the CLO-II Refinancing Date, CLO-II entered into a note purchase agreement with SG Americas Securities, LLC ("SG Americas"), as initial purchaser, pursuant to which SG Americas agreed to actLLC, as initial purchaser of the 2026 Notes, other than the Subordinated 2026 Notes.

As part of the CLO-II Refinancing, on the CLO-II Refinancing Date, CLO-II also entered into an amended and restated loan agreement (the "Class A-L-R CLO-II Loan Agreement"), pursuant to which various financial institutions and other persons which are, or may become, parties thereto as lenders (the "Class A-L-R CLO-II Lenders") committed to make $50 million of AAA Class A-L-R 2026 Loans to CLO-II (the "Class A-L-R 2026 Loans" and, together with the 2026 Notes, the "2026 Debt"). The Class A-L-R 2026 Loans bear interest at the three-month Term SOFR plus 1.38% and were fully drawn on the CLO-II Refinancing Date.

The 2026 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through January 20, 2031, all principal collections received on the underlying collateral may be used by CLO-II to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-II and in accordance with the Company's investment strategy and the terms of the indenture, allowing the Company to maintain the initial leverage in the CLO-II Refinancing. The 2026 NotesDebt are duematures on January 20, 2039. The 2026 Loans are scheduled to mature on, and, unless earlier repaid, the entire unpaid principal balance thereof is due2039 and payable on, January 20, 2039. The 2026 Notes may be optionally redeemed,redeemed andor the 2026 Loans may be optionally prepaid,prepaid on or after January 20, 2028.

The notes offered in the 2024 Debt Securitization (the “2024 Notes” or “2024 Debt”) were issued by CLO-III, a direct, wholly owned, consolidated subsidiary of the Company, pursuant to an indenture (the “CLO-III Indenture”) dated as of the CLO-III Closing Date. The 2024 Notes consist of $2.0 million of AAA Class X 2024 Notes, which bear interest at the three-month Term SOFR plus 1.40%; $175.5 million of AAA Class A 2024 Notes, which bear interest at the three-month Term SOFR plus 2.00%; $37.5 million of AA Class B 2024 Notes, which bear interest at the three-month Term SOFR plus 2.65%; and $82.0 million of Subordinated 2024 Notes, which do not bear interest. The Company directly retained all of the Subordinated 2024 Notes and as such, these notes are eliminated in consolidation.

The Company serves as collateral manager to CLO-III under a collateral management agreement and has waived anythe management fee due to it in consideration for providing these services. Subsequent to the quarter ended June 30, 2026, on July 7, 2026, we, acting in our capacity as the collateral manager, exercised our optional redemption right pursuant to the CLO-III Indenture. See "Recent Developments" for more information.

On January 22, 2025, we issued $300$300.0 million in aggregate principal amount of the Company’s 6.650%6.65% Notes due 2030 (the “2030 Notes”). The 2030 Notes bear interest at a rate of 6.650%6.65% per year payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2025.year. The 2030 Notes will mature on March 15, 2030, and may be redeemed in whole or in part at the Company’s option at any time prior to February 15, 2030, at par plus a “make-whole” premium plus accrued interest, and thereafter at par. The 2030 Notes are the direct unsecured obligations of the Company and rank pari passu with all existing and future unsubordinated unsecured indebtedness issued by the Company, senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the 2030 Notes, effectively subordinated to all of the existing and future secured indebtedness issued by the Company (including indebtedness that is initially unsecured in respect of which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.