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~~January 1720, ~~2025~~2026

Onex Direct Lending BDC Fund

(Exact name of Registrant as specified in its charter)

Delaware

814-01405

86-3687484

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

930 Sylvan Avenue

Englewood Cliffs, NJ

07632

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (201) 541-2121

Not Applicable

(Former name or former address, if changed since last report)

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 Instruction 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))

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

Title of each class ~~TradingSymbol~~Trading Symbol(s) Name of each exchangeon which registered

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 3.02. Unregistered Sale of Equity Securities.

On October 1, 2025, the Company sold 7,989 unregistered common shares of beneficial interest, par value $0.001 (the “Common Shares”) (with the final number of Common Shares being determined on October 17, 2025) to investors, including feeder vehicles. The Common Shares were sold in a private placement in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and Regulation S under the Securities Act (the “Private Offering”). The following table details the shares sold:

Date of Unregistered Sale		Amount ofCommon Shares				Consideration
October 1, 2025 (number of Common Shares finalized on October 17, 2025)			7,989			$	172,000

Item 7.01.

Regulation FD Disclosure.

Portfolio and Business Commentary

(All figures as of ~~September~~December 3031, 2025, unless otherwise noted.)

For the quarter ended ~~September~~December 3031, 2025, the Company’s net asset value (“NAV”) per share was $2120.5381, compared to $2221.4853 as of ~~June~~September 30, 2025. The quarter-over-quarter change in NAV per share was driven primarily by unrealized losses from certain of the Company’s investments in the portfolio~~, partially offset by net investment income per share in excess of distributions~~. Dividends for the quarter ended ~~September~~December 3031, 2025 were $0.54 per share, representing an annualized distribution yield of 10.0338% based on ~~third~~fourth quarter NAV per share.1 The Company’s quarterly and year-to-date ~~returns~~return through ~~September~~December 3031, 2025 were -10.884% and -1.188%, respectively. 74For the quarter ended December 31, 2025, 68% of the ~~third quarter’s~~ gross unrealized losses were driven by ~~three~~four portfolio companies, three of which were Level 3 assets (all Level 3 assets are valued by an independent third party) and one of which was Level 2.

As of ~~September~~December 3031, 2025, the fair market value of the Company’s portfolio was $~~407~~395.34 million across 5957 portfolio companies and 18 industries. The Company’s unfunded commitments were $2217.43 million at ~~September~~December 3031, 2025. Our portfolio remained defensively positioned with 97% first lien debt investments and 9998% floating rate ~~debt~~ investments (including funded and unfunded commitments) based on ~~fair~~par ~~market~~ value, underscoring our focus to position the portfolio at the top of the capital structure in high quality credits. As of ~~September~~December 3031, 2025, there were two investments placed on non-accrual status, unchanged from prior quarter end. As of ~~September~~December 3031, 2025, the Company’s net leverage ratio was 01.~~99x2~~08x2, which was within our target leverage ratio of 0.75x to 1.25x, and the Company had remaining facility sizes totaling $~~124~~161.0 million.3

As of ~~September~~December 3031, 2025, the weighted average senior leverage of the portfolio at the time of commitment was approximately 5.3x, the loan-to-value ratio was approximately 45%, and the weighted average spread over reference rate to the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (“SOFR”), and Canadian Dollar Offered Rate (“CDOR”) was ~~594~~591 bps. ~~Year-to-date~~For the quarter and year ended December 31, 2025, the weighted average spread of new investments for the portfolio was ~~487~~469 and 484 bps, respectively. The weighted average spread on the portfolio as of the quarter ended December 31, 2025 was 531 bps.

During the ~~third~~fourth quarter, the Company closed on 16three new ~~transactions, 13 of which resulted in new~~ borrowers to the portfolio, and completed 9five exits. ~~The weighted average price of exited positions during the quarter was 99.61 cents on the dollar.~~ As of ~~September 30~~December 31, 2025, 9190% of the Company’s loan portfolio based on fair value was priced above 85 cents on the dollar.

1. The annualized distribution yield is calculated by multiplying the current quarter’s (Q3Q4 2025) regular distribution per share by four and dividing the result by the current quarter’s ending NAV per share. If the calculation was based on the prior quarter’s (Q2Q3 2025) ending NAV per share, the annualized distribution yield would be 910.6103% as of ~~September~~December 3031, 2025.

2. Net leverage ratio is defined as debt outstanding less cash and cash equivalents ~~and paydowns received subsequent to quarter end with a trade date of September 30~~, ~~2025,~~ divided by net assets.

^3.	Includes borrowing facility sizes of $300.0 million under our SPV facility and $80.0 million under the A&R Revolving OCF II Loan.

The information disclosed under this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 8.01.

Other Events.

Net Asset Value

The net asset value (“NAV”) per share of the Company as of ~~September~~December 3031, 2025, as determined in accordance with the Company’s valuation policy, is set forth below.

	NAV per shareas ofSeptember 30, 2025
	NAV per shareas ofDecember 31, 2025
Common shares of beneficial interest, par value $0.001	$	2120.5381

As of ~~September~~December 3031, 2025, the Company’s aggregate net asset value was $~~210~~194.91 million and the fair value of its investment portfolio was $~~407~~395.34 million.

Status of Offering

The Company has sold Common Shares as part of the Private Offering. The following table lists the Common Shares issued and total consideration for the Private Offering as of the date of this filing. The Company intends to continue selling Common Shares in the Private Offering on a quarterly basis.


	Common Shares Issued		Total Consideration
Common shares of beneficial interest, par value $0.001		14,505,946	$	359.8 million

SIGNATURE

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.

	ONEX DIRECT LENDING BDC FUND
Date: October 21, 2025	By:	/s/ Albert Siu
Date: January 21, 2026	By:	/s/ Albert Siu
	Name: Title:	Albert Siu Chief Financial Officer and Treasurer

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