{"url_path":"/sec/cik-0001860424/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1860424/0001193125-26-213421-index.html","accession_number":"0001193125-26-213421","cik":"0001860424","ticker":null,"issuer_name":"Onex Direct Lending BDC Fund","edgar_url":"https://www.sec.gov/Archives/edgar/data/1860424/0001193125-26-213421-index.html","primary_entity_key":"0001860424","primary_entity_name":"Onex Direct Lending BDC Fund"},"word_count":451,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\nThere were no unregistered sales of our equity securities during the quarter ended March 31, 2026, except as previously disclosed in certain Current Reports on Form 8-K filed with the SEC.\n\nIn the first quarter of 2023, the Company began offering, and on a quarterly basis, intends to continue offering, to repurchase up to 5% of the Company’s outstanding shares as of the close of the previous calendar quarter. Although the Company intends to offer to repurchase up to 5% of its common shares outstanding in each quarter, the Board has in the past, and may in the future, increase the size of the tender offer, if the Board determines such an increase to be in the best interest of the Company and its shareholders. In the event the amount of shares tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase plan, as applicable. The Board has complete discretion to determine whether we will offer to repurchase any of our common shares, and if so, the terms of such repurchase. At the discretion of the Board, we may use cash on hand, cash available from borrowings, and cash from the sale of investments as of the end of the applicable period to repurchase shares.\n\nAll shares purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares.\n\nAny periodic repurchase offers are subject in part to our available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While we intend to continue to conduct quarterly tender offers as described above, we are not required to do so and may suspend or terminate the share repurchase program at any time.\n\nThe following table presents the share repurchases completed during the quarter ended March 31, 2026:\n\n \n\nTender Offer\nDate\n\n \n\nTender Offer Expiration Date\n\n \n\nTotal Number of Shares the Company Offered to Repurchase\n\n \n\n \n\nPrice Paid per Share\n\n \n\n \n\nTotal Number of Shares Repurchased\n\n \n\n \n\nMaximum Number of Shares that may yet be purchased under the repurchase plan\n\nJanuary 9, 2026\n\n \n\nFebruary 6, 2026\n\n \n\n \n\n466,307\n\n \n\n \n\n$\n\n20.81\n\n \n\n \n\n \n\n466,307\n\n \n\n \n\n— (1)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n466,307\n\n \n\n \n\n \n\n(1)\nIn accordance with the terms of the tender offer, the Company accepted for purchase on a pro rata basis approximately 25.66% of the number of shares of the Company that were validly tendered and not withdrawn prior to the expiration of the tender offer, as permitted by Rule 13e-4 of the Exchange Act."}