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BCS

Current Report · Items 1.01, 9.01 · 8-K

Morgan Stanley Direct Lending Fund

Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Item 1.01. On June 29, 2026, Morgan Stanley Direct Lending Fund (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, MS Capital Partners Adviser Inc.…

Filed Jul 1, 2026Accepted Jul 1, 2026, 5:01 PM EDTCIK 1782524Accession 0001193125-26-292783
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Company context

Morgan Stanley Direct Lending Fund (NYSE: MSDL) is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. MSDL has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. MSDL is externally managed by MS Capital Partners Adviser Inc., an indirect, wholly owned subsidiary of Morgan Stanley. MSDL is not a subsidiary of or consolidated with Morgan Stanley. For more information about Morgan Stanley Direct Lending Fund, please visit www.msdl.com.

Current securities

Recent company filings

  1. Regulation FD DisclosureOct 5, 2026
  2. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 29, 2026
  3. Results of Operations and Financial Condition · Regulation FD DisclosureAug 6, 2026
  4. 10-Q filingAug 6, 2026
  5. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementJul 9, 2026

Disclosure sections

Items 1.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement Item 1.01. On June 29, 2026, Morgan Stanley Direct Lending Fund (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, MS Capital Partners Adviser Inc. (the “Adviser”), and Truist Securities, Inc., BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters, in connection with the issuance and sale of $350,000,000 aggregate principal amount of the Company’s 6.100% Notes due 2031 (the “Offering”). The Underwriting Agreement includes customary representations, warranties, and covenants by the Company and the Adviser. It also provides for customary indemnification by each of the Company, the Adviser, and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-283477) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement, a term sheet and a final prospectus supplement, each dated June 29, 2026. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

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