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 17, 2025

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		Trading Symbol(s)		Name of each exchange on 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 of Common 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 30, 2025, unless otherwise noted.)

For the quarter ended September 30, 2025, the Company’s net asset value (“NAV”) per share was $21.53, compared to $22.48 as of June 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 30, 2025 were $0.54 per share, representing an annualized distribution yield of 10.03% based on third quarter NAV per share.¹ The Company’s quarterly and year-to-date returns through September 30, 2025 were -1.8% and -1.1%, respectively. 74% of the third quarter’s gross unrealized losses were driven by three portfolio companies.

As of September 30, 2025, the fair market value of the Company’s portfolio was $407.3 million across 59 portfolio companies and 18 industries. The Company’s unfunded commitments were $22.4 million at September 30, 2025. Our portfolio remained defensively positioned with 97% first lien debt investments and 99% floating rate debt investments based on fair market value, underscoring our focus to position the portfolio at the top of the capital structure in high quality credits. As of September 30, 2025, there were two investments placed on non-accrual status, unchanged from prior quarter end As of September 30, 2025, the Company’s net leverage ratio was 0.99x², which was within our target leverage ratio of 0.75x to 1.25x, and the Company had remaining facility sizes totaling $124.0 million.³

As of September 30, 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 bps. Year-to-date, the weighted average spread of new investments for the portfolio was 487 bps.

During the third quarter, the Company closed on 16 new transactions, 13 of which resulted in new borrowers to the portfolio, and completed 9 exits. The weighted average price of exited positions during the quarter was 99.61 cents on the dollar. As of September 30, 2025, 91% 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 (Q3 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 (Q2 2025) ending NAV per share, the annualized distribution yield would be 9.61% as of September 30, 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 30, 2025, as determined in accordance with the Company’s valuation policy, is set forth below.


	NAV per share as of September 30, 2025
Common shares of beneficial interest, par value $0.001	$	21.53

As of September 30, 2025, the Company’s aggregate net asset value was $210.9 million and the fair value of its investment portfolio was $407.3 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

/s/ Albert Siu

Name:

Title:

Albert Siu

Chief Financial Officer and Treasurer

Onex Direct Lending BDC Fund 8-K