Private Placement (Form 8-K)

Item 3.02. Unregistered Sale of Equity Securities.

On October 6, 2026, Sound Point Direct Lending BDC (the "Company") delivered a capital drawdown notice to investors relating to the sale of approximately 1,636,906 common shares of beneficial interest, par value $0.001 per share (the "Shares"), for an aggregate offering price of approximately $41,089,374. The sale is expected to close on or about October 22, 2026.

The sale of the Shares is being made pursuant to the subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase Shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of 10 business days prior notice to the funding date.

The offer and sale of the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being made in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. The Company relied, in part, upon representations from the shareholders in the subscription agreements that each shareholder was an accredited investor as defined in Regulation D under the Securities Act.