XML 27 R17.htm IDEA: XBRL DOCUMENT v3.25.3
NET ASSETS
 9 Months Ended
Sep. 30, 2025
Stockholders' Equity Note [Abstract]  
NET ASSETS NET ASSETS
Shares Issued
The Company has the authority to issue 500,000,000 shares of common stock, par value $0.01 per share.
On January 29, 2024, the Company closed its IPO, issuing 5,500,000 shares of its common stock at a public offering price of $18.05 per share. The Company received total cash proceeds of $99,275. The Company's common stock began trading on the NYSE under the symbol “NCDL” on January 25, 2024.
In connection with the Private Offerings and prior to April 28, 2023 (the final closing of the Private Offering), the Company entered into subscription agreements with investors, pursuant to which investors were required to fund drawdowns to purchase the Company's shares of common stock up to the amount of their respective capital commitment each time the Company delivered a drawdown notice. As of January 5, 2024, all capital commitments in the amount of $906,408 had been drawn.
ATM Program
On March 10, 2025, the Company established an equity at-the-market offering program (the "ATM Program"), pursuant to which the Company may offer and sell, from time to time, through distribution managers, or to them, as principals for their own accounts, shares of its common stock having an aggregate offering price up to $200,000. Sales of common stock made pursuant to the ATM Program may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(5) under the Securities Act. The Company intends to use the net proceeds from the ATM Program for general corporate purposes, which may include, among other things, investing in accordance with its investment objective and strategies, and repaying indebtedness (which may be subject to re-borrowing).
As of September 30, 2025, the Company had not sold any shares of common stock through the ATM Program.
Distributions
The following table summarizes the Company's distributions recorded for the nine months ended September 30, 2025:
Date DeclaredRecord DatePayment DateDividend per Share
July 30, 2025September 30, 2025October 28, 2025$0.45
April 30, 2025June 30, 2025July 28, 2025$0.45
February 19, 2025March 31, 2025April 28, 2025$0.45
January 10, 2024February 12, 2025April 28, 2025
    $0.10 (1)
________________
(1)    Represents a special dividend.

The following table summarizes the Company's distributions recorded for the nine months ended September 30, 2024:

Date DeclaredRecord DatePayment DateDividend per Share
January 10, 2024August 12, 2024October 28, 2024
     $0.10 (1)
July 31, 2024September 30, 2024October 28, 2024$0.45
May 1, 2024June 28, 2024July 29, 2024$0.45
January 10, 2024May 13, 2024July 29, 2024
     $0.10 (1)
January 10, 2024March 30, 2024April 29, 2024$0.45
________________
(1)    Represents a special dividend.

The distributions declared were derived from investment company taxable income and net capital gain, if any. The federal income tax characterization of distributions declared and paid for the fiscal year are determined at fiscal year-end based upon the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year.
The following table reflects the shares distributed pursuant to the dividend reinvestment plan for the nine months ended September 30, 2025:
Date DeclaredRecord DatePayment DateShares
April 30, 2025June 30, 2025July 28, 2025
52,892 (1)
February 19, 2025March 31, 2025April 28, 2025
60,278 (1)
January 10, 2024February 12, 2025April 28, 2025
35,267 (1)
November 4, 2024December 31, 2024January 28, 2025
87,401 (1)
January 10, 2024November 11, 2024January 28, 2025
5,035 (1)
________________
(1)    In accordance with the Company’s Amended DRIP, shares were purchased in the open market.

The following table reflects the shares issued pursuant to the dividend reinvestment plan for the nine months ended September 30, 2024:
Date DeclaredRecord DatePayment DateShares
May 1, 2024June 28, 2024July 29, 2024
168,527 (1)
January 10, 2024May 13, 2024July 29, 2024
37,333 (1)
January 10, 2024March 30, 2024April 29, 2024
189,256 (1)
December 28, 2023December 29, 2023January 10, 2024
185,541 (1)
________________
(1)    In connection with the distributions with payment date on January 10, 2024, April 29, 2024, and July 29, 2024, 185,541, 189,256 and 205,860 shares were newly issued under the dividend reinvestment plan, respectively.

Share Repurchase Plan

On March 5, 2024, the Company entered into a share repurchase plan (the “Company 10b5-1 Plan”), which permitted the Company to purchase up to $99,275 in the aggregate of its outstanding shares of common stock in the open market at prices below its NAV per share over a specified period. Any purchase of the shares pursuant to the Company 10b5-1 Plan were conducted in accordance with the guidelines and conditions of Rule 10b-18 and Rule 10b5-1 under the Exchange Act. The Company 10b5-1 Plan required BofA Securities, Inc., as agent, to repurchase shares of common stock on the Company's behalf when the market price per share was below the most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share). Under the Company 10b5-1 Plan, the agent increased the volume of purchases made as the price of the shares of the Company's common stock declined, subject to volume restrictions. The timing and amount of any share repurchases depended on the terms and conditions of the Company 10b5-1 Plan, the market price of the shares of the Company's common stock and trading volumes.

The Company 10b5-1 Plan became effective on March 29, 2024, commenced on April 1, 2024 and was amended on March 28, 2025, which extended the Company 10b5-1 Plan for an additional 12-month period and amended certain terms of the Company 10b5-1 Plan as set forth in the guidelines therein. As a result of such amendment, the Company 10b5-1 Plan would terminate upon the earliest to occur of (i) 12-months from March 29, 2025 (tolled for periods during which the Company 10b5-1 Plan was suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan equaled $99,275 and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan. On July 21, 2025, the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan reached $99,275, and the Company 10b5-1 Plan was terminated in accordance with its terms on the same date.
The following table reflects the shares repurchased pursuant to the Company 10b5-1 Plan for each month from inception through July 21, 2025, the date the Company10b5-1 Plan terminated (dollar amounts in thousands, except share and per share data):

PeriodTotal Number of Shares RepurchasedAverage Price Paid per ShareApproximate Dollar Value of Shares that have been Purchased Under the PlanApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
April 1, 2024 - April 30, 2024104,075 $17.57 $1,828 $97,447 
May 1, 2024 - May 31, 202496,598 17.56 1,696 95,751 
June 1, 2024 - June 30, 202491,637 17.73 1,625 94,126 
July 1, 2024 - July 31, 202475,675 17.61 1,333 92,793 
August 1, 2024 - August 31, 2024154,668 17.24 2,666 90,127 
September 1, 2024 - September 30, 2024109,646 17.69 1,940 88,187 
October 1, 2024 - October 31, 2024155,122 17.27 2,680 85,508 
November 1, 2024 - November 30, 2024375,949 17.06 6,412 79,095 
December 1, 2024 - December 31, 2024780,004 17.11 13,349 65,746 
January 1, 2025 - January 31, 2025972,752 16.74 16,289 49,458 
February 1, 2025 - February 28, 2025490,615 17.44 8,557 40,900 
March 1, 2025 - March 31, 2025706,657 17.28 12,210 28,689 
April 1, 2025 - April 30, 2025805,272 15.32 12,334 16,356 
May 1, 2025 - May 31, 2025602,662 15.63 9,417 6,939 
June 1, 2025 - June 30, 2025261,220 16.27 4,250 2,689 
July 1, 2025 - July 21, 2025161,033 16.70 2,689 — 
Total5,943,585 $99,275