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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): July 1, 2026 (June 26, 2026)

Date of Report (Date of earliest event reported): June 12, 2026 (June 12, 2026)

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

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

None

(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 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 

~~Emerging~~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. 

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 13.0102. ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

6On June 11, 2026, MSD Investment Corp.~~375%~~ ~~Notes~~(the ~~Due~~“Company”) ~~2029~~delivered a capital drawdown notice to its stockholders relating to the sale of 9,574,468 shares (the “Shares”) of the Company's common stock, par value $0.001 per share (the “Common Stock”) for an aggregate offering price of approximately $225.0 million. The Shares were issued on June 26, 2026.

OnThe ~~June~~sale ~~12,~~of ~~2026, MSD Investment Corp. (~~the ~~“Company”)~~Shares ~~and~~was ~~U.S.~~made ~~Bank~~pursuant ~~Trust~~to ~~Company,~~subscription ~~National~~agreements ~~Association (the “Trustee”),~~ entered into aby ~~Third Supplemental Indenture (~~the ~~“Third~~Company ~~Supplemental~~and ~~Indenture”)~~its tostockholders. Under the ~~Indenture,~~terms ~~dated~~of ~~April 2, 2025, between~~ the ~~Company~~subscription ~~and the Trustee (the “Base Indenture” and~~agreements, ~~together~~stockholders ~~with~~are ~~the~~required ~~Third~~to ~~Supplemental~~fund ~~Indenture,~~drawdowns ~~the~~to ~~“Indenture”).~~purchase ~~The~~shares ~~Third~~of ~~Supplemental~~Common ~~Indenture~~Stock ~~relates~~up to the ~~Company’s~~amount ~~issuance,~~of ~~offer~~their ~~and~~respective ~~sale~~capital ofcommitments ~~$300,000,000~~on ~~aggregate~~an ~~principal~~as-needed ~~amount~~basis ofwith ~~its~~a ~~6.375%~~minimum ~~notes~~ten ~~due~~business ~~2029~~days' ~~(the~~prior ~~“Notes”).~~notice to stockholders.

~~The~~Pursuant ~~Notes~~to ~~will~~Section ~~mature~~4(a)(2) onof ~~June 12,~~the ~~2029,~~Securities ~~and~~Act ~~may~~of be1933, ~~redeemed~~as inamended ~~whole or in part at~~ (the ~~Company’s~~“Securities ~~option~~Act”), atand ~~any~~Regulation ~~time~~D atpromulgated thereunder, the ~~redemption~~issuance ~~price~~of ~~set forth in~~ the ~~Third~~Shares ~~Supplemental~~is ~~Indenture.~~exempt ~~The~~from ~~Notes~~registration ~~bear~~and ~~interest~~was atundertaken ain ~~rate~~reliance ofon ~~6.375%~~representations ~~per~~from ~~year~~the ~~payable~~Company's ~~semiannually~~stockholders onthat ~~June 12~~they ~~and~~are ~~December 12~~accredited ~~of each year~~investors, ~~commencing~~as onthat ~~December 12,~~term ~~2026.~~is ~~The~~defined ~~Notes~~in ~~are~~Rule ~~direct~~501(a) ~~unsecured~~of ~~obligations~~Regulation D of the ~~Company.~~Securities Act.

The Company expects to use the net proceeds of this offering to repay certain outstanding indebtedness under its debt facilities and for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective.

The Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, as such obligation may be amended or superseded but giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”), and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Fitch, Inc. and Moody’s Investor Services, Inc.), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase.

The Notes were sold to several initial purchasers (the “Initial Purchasers”) in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for the initial resale by the Initial Purchasers to (i) qualified institutional buyers in transactions exempt from registration under the Securities Act pursuant to Rule 144A thereunder or (ii) certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The transaction closed on June 12, 2026.

The Trustee also serves as the Company’s custodian under the terms of a custody agreement, pursuant to which it receives customary fees and expenses as custodian.

Registration Rights Agreement

In connection with the sale of the Notes, the Company entered into a Registration Rights Agreement, dated June 12, 2026 (the “Registration Rights Agreement”), with J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc., as the representatives of the Initial Purchasers. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the SEC a registration statement relating to an offer to exchange the Notes for new notes issued by the Company that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the Notes. Alternatively, in accordance with the terms of the Registration Rights Agreement, the Company may consummate such exchange offer through use of an existing registration statement. If the Company fails to satisfy its registration obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.

The foregoing descriptions of the Base Indenture, Third Supplemental Indenture, Registration Rights Agreement and Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Third Supplemental Indenture, Registration Rights Agreement and Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other Events

In connection with the offering of the Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which predominately consists of floating rate loans. The notional amount of the interest rate swap was $300,000,000 maturing on June 12, 2029, which aligns with the maturity date of the Notes. The Company will receive fixed rate interest semi-annually at 6.375% and pay variable rate interest semi-annually based on 3-month daily compounded SOFR plus 2.3525%.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
EXHIBITNUMBER		DESCRIPTION
4.1		Indenture, dated as of April 2, 2025, by and between MSD Investment Corp. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 814-01481), filed on April 2, 2025)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
4.2		Third Supplemental Indenture, dated as of June 12, 2026, relating to the 6.375% Notes due 2029, between MSD Investment Corp. and U.S. Bank Trust Company, National Association, as trustee
4.3		Form of 6.375% Notes due 2029 (contained in the Third Supplemental Indenture filed as Exhibit 4.2 hereto)
4.4		Registration Rights Agreement, dated as of June 12, 2026, relating to the 6.375% Notes due 2029 by and among MSD Investment Corp. and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc.
104		Cover Page Interactive Data File (embedded within 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.	~~MSD Investment Corp.~~
Dated: June 12, 2026		By:		/s/ Brian Williams
Dated: July 1, 2026	By:	/s/ Brian Williams
		Name:	Brian Williams	~~Name:~~	~~Brian Williams~~
		Title:	Chief Financial Officer and Treasurer	~~Title:~~	~~Chief Financial Officer and Treasurer~~

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