Material Event (Form 8-K)

Item 8.01 Other Events.

On June 9, 2026, MSD Investment Corp. (the "Company") priced an offering of $300 million in aggregate principal amount of 6.375% notes due 2029 (the "Notes") in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

The Notes will mature on June 12, 2029 and may be redeemed in whole or in part at the Company's option at any time prior to May 12, 2029 at par plus a "make-whole" premium, if applicable, and thereafter at par. The offering is expected to close on June 12, 2026, subject to customary closing conditions.

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

This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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.