Management Change/Compensation Form 8 K

Item 3.02. Unregistered Sales of Equity Securities.

On October 17, 2024, MSD Investment Corp. (the "Company") delivered a capital drawdown notice to its stockholders relating to the sale of 10,300,783 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 $250.0 million. The Shares were issued on October 31, 2024.

The sale of the Shares was made pursuant to subscription agreements entered into by the Company and its stockholders. Under the terms of the subscription agreements, stockholders are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum ten business days' prior notice to stockholders.

Pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder, the issuance of the Shares is exempt from registration and was undertaken in reliance on representations from the Company's stockholders that they are accredited investors, as that term is defined in Rule 501(a) of Regulation D of the Securities Act.