UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 829, 2025

Nuveen Churchill Direct Lending Corp.

(Exact name of registrant as specified in its charter)

Maryland

000-56133

84-3613224

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


375 Park Avenue, 9th Floor, New York, NY						10152
(Address of Principal Executive Offices)						(Zip Code)

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

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


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


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


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


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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

NCDL

New York Stock Exchange

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

Emerging growth company ☐

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

Item 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnResults ~~May~~of 8,Annual ~~2025,~~Meeting ~~Nuveen~~of Churchill Direct Lending Corp. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2025. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.Shareholders

~~The~~On ~~information~~May in29, ~~Item~~2025, ~~2.02~~Nuveen ofChurchill ~~this~~Direct ~~Current~~Lending ~~Report~~Corp. on(the ~~Form~~“Company”) ~~8-K,~~held ~~including~~its ~~Exhibit~~virtual ~~99.1,~~2025 isannual ~~being~~meeting ~~furnished~~of ~~and~~shareholders ~~shall~~(the ~~not be deemed~~ “~~filed~~Annual Meeting”). ~~for~~Shareholders ~~purposes~~ of ~~Section~~record 18at of the ~~Securities~~close ~~Exchange~~of ~~Act~~business ofon ~~1934~~March 31, as2025 ~~amended~~ (the “~~Exchange~~Record ~~Act~~Date”), orwere ~~otherwise~~entitled ~~subject~~ to ~~the~~vote ~~liabilities~~at ofthe ~~such~~Annual ~~section~~Meeting. ~~The~~As ~~information~~of inthe ~~this~~Record ~~Current~~Date, ~~Report~~there onwere ~~Form~~51,217,252 ~~8-K~~shares ~~shall~~of ~~not~~common bestock ~~deemed~~outstanding toand beentitled ~~incorporated~~to byvote. ~~reference~~A ~~into~~quorum ~~any~~consisting ~~filing~~of ~~under~~28,557,074 ~~the~~shares ~~Securities Act~~ of ~~1933,~~common asstock ~~amended~~of (the ~~“Securities~~Company ~~Act”),~~were present or ~~the~~represented ~~Exchange~~by ~~Act,~~proxy ~~except~~at asthe ~~shall~~Annual beMeeting. ~~expressly~~The ~~set~~final ~~forth~~voting byresults ~~specific~~from ~~reference~~the inAnnual ~~such~~Meeting ~~filing.~~were as follows:

~~Item~~Proposal ~~7.01~~1 ~~Regulation~~– FDElection ~~Disclosure.~~of Class II directors

OnThe ~~May~~following 8individuals, ~~2025,~~constituting all the ~~Company~~director ~~will~~nominees ~~host~~named ain ~~conference~~the ~~call~~Company’s todefinitive ~~discuss~~proxy ~~its~~statement ~~financial~~on ~~results~~Schedule ~~for~~14A filed with the ~~first~~Securities ~~quarter~~and ~~ended~~Exchange ~~March~~Commission 31on April 11, 2025., ~~The~~were ~~earnings~~elected ~~presentation~~to isserve ~~attached~~ as ~~Exhibit~~Class ~~99.2~~II todirectors ~~this~~of ~~Current~~the ~~Report~~Company’s onboard ~~Form~~of ~~8-K~~directors ~~and~~(the “Board”) until the 2028 annual meeting of shareholders or until their respective successor is ~~incorporated~~duly ~~herein~~elected byand ~~reference~~qualified. The following votes were taken in connection with this proposal:

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of such section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act or other Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Director	Votes For	Votes Withheld
Reena Aggarwal	25,743,860	2,813,214
James Ritchie	25,750,097	2,806,977

~~Item~~Proposal ~~9.01~~2 ~~Financial~~– ~~Statements~~The ~~and~~proposal ~~Exhibits~~to authorize the Company, subject to the approval of the Board, to sell or otherwise issue shares of its common stock during the next year at a price below the Company’s then current net asset value per share, subject to certain conditions as set forth in the proxy statement

~~(d)~~As ~~Exhibits.~~set forth below, an insufficient number of votes was received with respect to this proposal and therefore this proposal did not pass:

Exhibit No.						Description
99.1						Press release dated May 8, 2025
99.2						First Quarter 2025 Earnings Presentation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

All shareholders:


Votes For	Votes Against	Votes Withheld	Broker Non-Votes
20,311,635	8,031,531	213,908	—

All shareholders excluding shares held by affiliated persons:


Votes For	Votes Against	Votes Withheld	Broker Non-Votes
9,514,843	8,031,531	213,908	—

SIGNATURES

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

		NUVEEN CHURCHILL DIRECT LENDING CORP.
Date: May 8, 2025	By:	/s/ Kenneth J. Kencel
Date: June 4, 2025	By:	/s/ Kenneth J. Kencel
		Name:	Kenneth J. Kencel
		Title:	Chief Executive Officer and President

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