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): ~~October~~November 3010, 2025 (October 2430, 2025)

MSD INVESTMENT CORP.

(Exact name of Registrant as Specified in Its Charter)


Maryland	814-01481	87-4195402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


550 Madison Ave., 20th Floor New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212-303-4728

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 (see General Instructions A.2. below):

 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))

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. 

Securities registered pursuant to Section 12(b) of the Act: None

Item 31.0201. ~~Unregistered~~Entry ~~Sales~~into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement.

OnThe ~~October~~information 9,set ~~2025,~~forth ~~MSD~~in ~~Investment~~Item ~~Corp~~2.03 ~~(the~~is ~~“Company”)~~hereby ~~delivered~~incorporated aby ~~capital~~reference ~~drawdown~~into ~~notice~~this toItem ~~its stockholders relating to the sale of 8,371,704 shares (the “Shares”) of the Company's common stock, par value $0~~1.~~001 per share (the “Common Stock”) for an aggregate offering price of approximately $200~~01.~~0 million. The Shares were issued on October 24, 2025.~~

~~The~~Item ~~sale of the Shares was made pursuant to subscription agreements entered into by the Company and its stockholders~~2. ~~Under~~03. ~~the~~Creation ~~terms~~ of ~~the~~a ~~subscription~~Direct ~~agreements,~~Financial ~~stockholders~~Obligation ~~are~~or ~~required~~an toObligation ~~fund~~under ~~drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on~~ an asOff-~~needed~~Balance ~~basis~~Sheet ~~with~~Arrangement of a ~~minimum ten business days' prior notice to stockholders~~Registrant.

~~Pursuant~~On toOctober ~~Section~~30, 42025, MSD BDC SPV I, LLC (a"SPV I")~~(2)~~, ofa ~~the~~wholly-owned ~~Securities~~subsidiary ~~Act~~ of ~~1933,~~MSD asInvestment ~~amended~~Corp. (the ~~“Securities Act”~~"Company"), ~~and~~entered ~~Regulation~~into DAmendment ~~promulgated~~No. ~~thereunder,~~6 to the ~~issuance~~Loan ofFinancing ~~the~~and ~~Shares~~Servicing isAgreement ~~exempt~~("LFSA") ~~from~~with ~~registration~~the several banks and ~~was~~other ~~undertaken~~financial ininstitutions ~~reliance~~or onentities ~~representations~~that are party thereto from ~~the~~time ~~Company's~~to ~~stockholders~~time, ~~that~~as ~~they~~lenders, ~~are~~Deutsche ~~accredited~~Bank ~~investors~~AG, New York Branch as ~~that~~facility ~~term~~agent, isU.S. ~~defined~~Bank inTrust ~~Rule~~Company ~~501(a)~~National ofAssociation ~~Regulation~~as Dcollateral ofagent ~~the~~and ~~Securities~~U.S. ~~Act~~Bank National Association as collateral custodian (the "Amendment").

The Amendment, among other things; (i) extended the maturity date of the SPV I Facility from April 8, 2029 to October 30, 2030; (ii) extended the Reinvestment Period of the SPV I Facility from April 8, 2027 to October 30, 2028; and (iii) during the Reinvestment Period, the facility margin was decreased from 2.41% to 1.75%, and the facility margin subsequent to the Reinvestment Period was decreased from 2.535% to 1.875%. The other material terms of the LFSA remain unchanged.

The description above is only a summary of the material provisions of the Amendment and the LFSA, and is qualified in its entirety by reference to the copy of the Amendment, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits


EXHIBIT NUMBER		DESCRIPTION

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

	MSD Investment Corp.
Dated: October 30, 2025	By:	/s/ Brian Williams
Dated: November 10, 2025	By:	/s/ Brian Williams
		Name:	Brian Williams
		Title:	Chief Financial Officer and Treasurer

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