[8-K] Blackstone Secured Lending Fund Reports Material Event

Rhea-AI Filing Summary

Blackstone Secured Lending Fund (BXSL) signed eight new Equity Distribution Agreements on 11 July 2025 with Truist, RBC, BTIG, Compass Point, Raymond James, Regions, Drexel Hamilton and SMBC Nikko (collectively the “Sales Agents”). The agreements establish an at-the-market (ATM) equity program of up to US$600 million of common shares.

Key commercial terms include:

• Offering format: ATM sales on the NYSE or negotiated block/private transactions.
• Pricing discipline: shares cannot be issued below the prevailing net asset value (NAV).
• Sales commission: up to 1 % of gross proceeds payable to the Sales Agents.
• Use of proceeds: general corporate purposes, portfolio investments and potential debt repayment.
• Flexibility: BXSL may suspend or terminate the program at any time and is under no obligation to sell shares.

The filing simultaneously terminates prior equity distribution agreements dated 17 Jan 2025 with the same counterparties, replacing them with the updated agreements. Exhibits include the legal opinion on share validity (Ex. 5.1) and the form of the new agreement (Ex. 10.1).

This Form 8-K contains no financial performance data but outlines a material capital-raising mechanism that can expand BXSL’s balance sheet while capping issuance costs and safeguarding NAV.

Positive

• US$600 million ATM authorization gives BXSL significant funding flexibility without committing to a full secondary offering.
• Issuance cannot occur below NAV, protecting existing shareholders from deep discounts.
• Low 1 % sales commission keeps issuance costs modest compared with traditional offerings.

Negative

• Potential shareholder dilution if substantial equity is issued.
• Even at 1 %, commissions add to capital costs and slightly reduce net proceeds.

Insights

BDC Financial Analyst

TL;DR: US$600 m ATM provides liquidity and growth capital; dilution risk moderated by NAV floor—overall neutral to mildly positive.

The program equips BXSL with a sizeable, low-friction funding tool to match deal flow in the private credit market. Because shares cannot be issued below NAV and commissions are limited to 1 %, the structure is shareholder-friendly relative to typical secondary offerings. Proceeds can be quickly redeployed into yielding assets, potentially accretive if deployment spreads exceed issuance costs. However, actual impact hinges on execution volume and timing; unused authority is non-dilutive. Termination of the January 2025 agreements is procedural and removes duplicative shelf capacity.

Portfolio Manager

TL;DR: Flexible capital raise balances growth opportunity with dilution—watch issuance pace and market conditions.

From a portfolio perspective, the ATM increases BXSL’s optionality to scale assets during attractive credit windows without large, sudden offerings that pressure the share price. The NAV floor mitigates downside, yet any sizeable drawdown of the US$600 m authorization will expand share count. Investors should monitor quarterly filings to gauge issuance volume versus portfolio returns to judge net accretion. Overall impact is contingent, not immediately value-changing.

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): July 11, 2025

______________________

Blackstone Secured Lending Fund
(Exact name of registrant as specified in its charter)

______________________

Delaware		814-01299		82-7020632
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

345 Park Avenue, 31st Floor
New York, New York 10154
(Address of principal executive offices, including zip code)

(212) 503-2100
(Registrant’s phone number, including area code)

N/A
(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:

☐		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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.001 par value per share		BXSL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):

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 1.01.       Entry into a Material Definitive Agreement.

On July 11, 2025, Blackstone Secured Lending Fund (the “Company”) entered into (i) an equity distribution agreement by and among the Company, Blackstone Private Credit Strategies LLC, in its capacities as investment adviser and administrator to the Company (together with the Company, the “Blackstone Parties”), and Truist Securities, Inc. (“Truist”), (ii) an equity distribution agreement by and among the Blackstone Parties and RBC Capital Markets, LLC (“RBC”), (iii) an equity distribution agreement by and among the Blackstone Parties and BTIG, LLC (“BTIG”), (iv) an equity distribution agreement by and among the Blackstone Parties and Compass Point Research & Trading, LLC (“Compass”), (v) an equity distribution agreement by and among the Blackstone Parties and Raymond James & Associates, Inc. (“Raymond James”), (vi) an equity distribution agreement by and among the Blackstone Parties and Regions Securities LLC (“Regions”), (vii) an equity distribution agreement by and among the Blackstone Parties and Drexel Hamilton, LLC (“Drexel”) and (viii) an equity distribution agreement by and among the Blackstone Parties and SMBC Nikko Securities America, Inc. (“SMBC” and, collectively with Truist, RBC, BTIG, Compass, Raymond James, Regions, and Drexel, the “Sales Agents”). The equity distribution agreements with the Sales Agents described in the preceding sentence are collectively referred to herein as the “Equity Distribution Agreements.”

The Equity Distribution Agreements provide that the Company may from time to time issue and sell shares of its common shares of beneficial interest, par value $0.001 per share (“Shares”), having an aggregate offering price of up to $600,000,000, through the Sales Agents, or to them as principal for their own respective accounts. Any issuance and sale of the Shares will be made pursuant to a prospectus supplement dated July 11, 2025 (the “Prospectus Supplement”) as may be supplemented from time to time, and the base prospectus, dated July 11, 2025 (together with the Prospectus Supplement, including any documents incorporated or deemed to be incorporated by reference therein, the “Prospectus”), which constitute a part of the Company’s effective shelf registration statement on Form N-2ASR (File No. 333-288640) that was filed with the SEC on July 11, 2025 (the “Registration Statement”). Sales of the Shares, if any, may be made in negotiated transactions or transactions that are deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on or through the New York Stock Exchange or a similar securities exchange, sales made to or through a market maker other than on an exchange, at market prices related to prevailing market prices or negotiated prices, sales made through any other existing trading market or electronic communications network, or by any other method permitted by law, including but not limited to privately negotiated transactions, which may include distributions or block trades, as the Company and the Sales Agents may agree. The Sales Agents will receive a commission from the Company up to 1% of the gross sales price of any Shares sold through the Sales Agents under the Equity Distribution Agreements. The offering price per share of Shares sold in the offering less the sales agent commissions or discounts payable by the Company will not be less than the NAV per share of the Company’s Shares at the time the Company sells Shares pursuant to the offering.

The Company intends to use the net proceeds from this “at-the-market offering” for general corporate purposes, which may include, among other things, investing in accordance with the Company’s investment objectives and strategies described in the Prospectus and repaying indebtedness (which will be subject to reborrowing).

Although the Company has filed the Prospectus Supplement with the Securities and Exchange Commission, the Company has no obligation to sell any Shares under the Equity Distribution Agreements, and may at any time suspend the offering of Shares under the Equity Distribution Agreements. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Shares and determinations by the Company of its need for, and the appropriate sources of, additional capital.

The Equity Distribution Agreements contain customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

The foregoing description is only a summary of the material provisions of the Equity Distribution Agreements and does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Equity Distribution Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

A copy of the opinion of Richards, Layton & Finger, P.A. relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 1.02.       Termination of a Material Definitive Agreement.

Effective as of July 11, 2025, the Blackstone Parties and each of Truist, RBC, BTIG, Compass, Raymond James, Regions, Drexel and SMBC terminated the following agreements, which have been superseded by the Equity Distribution Agreements: (i) the Equity Distribution Agreement, dated as of January 17, 2025, by and among the Blackstone Parties and Truist, (ii) the Equity Distribution Agreement, dated as of January 17, 2025, by and among the Blackstone Parties and RBC, (iii) the Equity Distribution Agreement, dated as of January 17, 2025, by and among the Blackstone Parties and BTIG, (iv) the Equity Distribution Agreement, dated as of January 17, 2025, by and among the Blackstone Parties and Compass, (v) the Equity Distribution Agreement, dated as of January 17, 2025, by and among the Blackstone Parties and Raymond James, (vi) the Equity Distribution Agreement, dated as of January 17, 2025, by and among the Blackstone Parties and Regions, (vii) the Equity Distribution Agreement, dated as of January 17, 2025, by and among the Blackstone Parties and Drexel and (viii) the Equity Distribution Agreement, dated as of January 17, 2025, by and among the Blackstone Parties and SMBC in accordance with their respective terms.

Item 9.01.       Financial Statements and Exhibits.

(d) Exhibits.

5.1				Opinion and Consent of Richards, Layton & Finger, P.A., dated July 11, 2025.
10.1				Form of Equity Distribution Agreement, dated as of July 11, 2025, by and among Blackstone Secured Lending Fund, Blackstone Private Credit Strategies LLC and the sales agent party thereto.
104				Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Date: July 11, 2025		BLACKSTONE SECURED LENDING FUND
		By:		/s/ Oran Ebel
		Name:		Oran Ebel
		Title:		Chief Legal Officer and Secretary

0001736035 false 0001736035 2025-07-11 2025-07-11

FAQ

How much capital can BXSL (NYSE:BXSL) raise under the new ATM program?

Up to US$600 million of common shares.

What is the minimum price at which BXSL shares may be sold?

Shares cannot be issued for less than the prevailing net asset value (NAV) per share.

What commission will the sales agents receive?

Sales agents will earn up to 1 % of gross sales proceeds.

Why were the January 17 2025 equity distribution agreements terminated?

They were superseded by the new agreements signed on July 11 2025.

What will BXSL do with the net proceeds?

Funds will be used for general corporate purposes, including portfolio investments and possible debt repayment.

Is BXSL obligated to issue shares under the ATM program?

No. The company may suspend or discontinue the offering at any time.