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Form 8-K

sec.gov

8-K — Morgan Stanley Direct Lending Fund

Accession: 0001193125-26-212041

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001782524

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d145217d8k.htm (Primary)

EX-99.1 (d145217dex991.htm)

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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): May 7, 2026

Morgan Stanley Direct Lending Fund

(Exact name of registrant as specified in its charter)

Delaware

814-01332

84-2009506

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1585 Broadway

New York, NY

10036

(Address of principal executive offices)

(Zip Code)

1 (212) 761-4000

(Registrant’s telephone number, including area code)

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:

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 Stock, par value $0.001 per share

MSDL

The 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 (§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 2.02.

Results of Operations and Financial Condition.

On May 7, 2026, Morgan Stanley Direct Lending Fund (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01.

Regulation FD Disclosure.

On May 5, 2026, the Board of Directors of the Company declared a regular distribution to stockholders in the amount of $0.45 per share. The distribution will be payable on or around July 24, 2026 to stockholders of record as of June 30, 2026.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” by the Company for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

Number

Description

99.1

Press Release of Morgan Stanley Direct Lending Fund, dated May 7, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: May 7, 2026

MORGAN STANLEY DIRECT LENDING FUND

By:

/s/ David Pessah

David Pessah

Chief Financial Officer

EX-99.1

EX-99.1

Filename: d145217dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Morgan Stanley Direct Lending Fund Announces March 31, 2026 Financial Results and Declares Second

Quarter 2026 Regular Dividend of $0.45 per Share

NEW YORK, NY, May 7, 2026 — Morgan Stanley Direct Lending Fund

(NYSE: MSDL) (“MSDL” or the “Company”), a business development company externally managed by MS Capital Partners Adviser Inc. (the “Adviser”), today announced its financial results for the first quarter ended

March 31, 2026.

QUARTERLY HIGHLIGHTS

Net investment income of $40.5 million, or $0.47 per share, as compared to $42.4 million, or $0.49 per

share, for the quarter ended December 31, 2025;

Net asset value of $19.81 per share, as compared to $20.26 as of December 31, 2025;

Debt-to-equity was 1.22x as of

March 31, 2026, as compared to 1.20x as of December 31, 2025;

New investment commitments of $144.9 million (net of any syndications), fundings of $174.0 million and

sales and repayments of $239.8 million, resulting in net funded deployment of ($65.8) million;

The Company launched Capstone Lending LLC, a joint venture (“JV”) with an institutional partner (the

“JV Partner”) with a substantially similar investment strategy as the Company. The Company and the JV Partner each agreed to contribute up to $200.0 million and $50.0 million, respectively, to the JV. Following the initial

contribution in February 2026, approximately 47% of the Company’s and JV Partner’s respective total capital commitments were called;

The Company’s Board of Directors (the “Board”) declared a regular dividend of $0.45 per share

to shareholders of record as of March 31, 2026; and

On April 23, 2026, the Company executed an amendment to the Truist Credit Facility, extending the

termination date to April 2030 and the final maturity to April 2031.

SELECTED FINANCIAL HIGHLIGHTS

For the Quarter Ended

($ in thousands, except per share information)

March 31, 2026

December 31, 2025

Net investment income per share

$

0.47

$

0.49

Net realized and unrealized gains (losses) per

share1

($

0.52

)

($

0.16

)

Earnings per share

($

0.05

)

$

0.33

Regular dividend per share

$

0.45

$

0.50

1   Amount shown may not correspond

for the period as it may include the effect of the timing of the distribution, shares repurchased and the issuance of common stock.

As of

($ in thousands, except per share information)

March 31, 2026

December 31, 2025

Investments, at fair value

$

3,668,950

$

3,771,546

Total debt outstanding, at principal

$

2,064,010

$

2,093,153

Net assets

$

1,690,467

$

1,748,089

Net asset value per share

$

19.81

$

20.26

Debt to equity

1.22x

1.20x

Net debt to equity

1.16x

1.14x

RESULTS OF OPERATIONS

Total investment income for the quarter ended March 31, 2026 was $89.1 million, compared to $96.6 million for the quarter ended

December 31, 2025. The decrease was primarily driven by a reduction in base rates compared to the previous quarter.

1

Total net expenses for the quarter ended March 31, 2026 were $48.6 million, down from

$54.2 million for the quarter ended December 31, 2025. The decrease was primarily driven by a lower cost of borrowing, reflecting a decline in base rates and a shift in the Company’s funding mix toward lower-cost debt. In addition,

income-based incentive fees declined due to the incentive fee cap, which limits the amount payable to the Adviser based on net realized losses.

Net

investment income for the quarter ended March 31, 2026 was $40.5 million, or $0.47 per share, compared to $42.4 million, or $0.49 per share, for the quarter ended December 31, 2025.

For the quarter ended March 31, 2026, net change in unrealized depreciation was $31.8 million and net realized losses were $13.2 million.

PORTFOLIO AND INVESTMENT ACTIVITY

As of March 31,

2026, the Company’s investment portfolio had a fair value of approximately $3.7 billion, comprised of 227 portfolio companies across 36 industries, with an average investment size of $16.2 million, or 0.4% of the Company’s

total portfolio on a fair value basis. The composition of the Company’s investments was the following:

March 31, 2026

December 31, 2025

($ in thousands)

Cost

Fair Value

% of Total

Investments at

Fair Value

Cost

Fair Value

% of Total

Investments at

Fair Value

First Lien Debt

$

3,520,313

$

3,439,360

93.8

%

$

3,686,118

$

3,631,498

96.2

%

Second Lien Debt

82,095

72,397

2.0

83,428

75,210

2.0

Other Debt Investments

8,546

7,593

0.2

11,857

10,114

0.3

Equity

62,937

56,528

1.5

57,636

54,724

1.5

Investments in Joint Venture

94,532

93,072

2.5

Total

$

3,768,423

$

3,668,950

100.0

%

$

3,839,039

$

3,771,546

100.0

%

Investment activity was as follows:

Investment Activity:

Three Months

Ended March

31, 2026

Three Months

Ended December

31, 2025

New investment commitments, at par (net of syndications)

$

144,889

$

146,477

Investment fundings

$

173,964

$

163,792

Number of new investment commitments in portfolio companies

7

17

Number of portfolio companies exited or fully repaid

7

8

Total weighted average yield of investments in debt securities at amortized cost and fair value was 9.3% and 9.5%,

respectively, as of March 31, 2026, unchanged compared to December 31, 2025. Floating rate debt investments as a percentage of total portfolio on a fair value basis was 99.6% as of March 31, 2026, unchanged compared to

December 31, 2025. As of March 31, 2026, certain investments in six portfolio companies were on non-accrual status, representing approximately 1.5% of total investments at amortized cost.

CAPITAL AND LIQUIDITY

As of March 31,

2026, the Company had total principal debt outstanding of $2,064.0 million, including $351.0 million outstanding in the Company’s BNP funding facility, $279.0 million outstanding in the Company’s Truist credit

facility, $425.0 million outstanding in the Company’s senior unsecured notes due February 2027, $350.0 million outstanding in the Company’s senior unsecured notes due May 2029, $350.0 million outstanding in the

2

Company’s senior unsecured notes due May 2030 and $309.0 million outstanding in the

Company’s inaugural CLO that closed in September 2025.

The combined weighted average interest rate on debt outstanding was 5.48% for the quarter

ended March 31, 2026. As of March 31, 2026, the Company had $1,409.2 million of availability under its credit facilities and $96.7 million in unrestricted cash and short-term, liquid investments. Debt to equity was 1.22x and

1.20x as of March 31, 2026 and December 31, 2025, respectively.

SHARE REPURCHASES

On February 26, 2026, the Board authorized the Company’s new share repurchase program under which the Company can repurchase up to $100 million

in the aggregate of the Company’s common stock, par value $0.001 per share, exclusive of the utilization of prior programs, at prices below the net asset value per share over a 24-month period. For the

three months ended March 31, 2026, the Company repurchased 940,492 shares at an average price of $15.64 per share.

JOINT VENTURE

The Company launched Capstone Lending LLC, a JV with the JV Partner with a substantially similar investment strategy as the Company. The Company and the JV

Partner each agreed to contribute up to $200.0 million and $50.0 million, respectively, to the JV. Following the initial contribution in February 2026, approximately 47% of the Company’s and JV Partner’s respective total

capital commitments were called.

OTHER DEVELOPMENTS

On May 5, 2026, the Board declared a regular distribution of $0.45 per share, which is payable on or around July 24, 2026, to shareholders of record

as of June 30, 2026.

On April 23, 2026, the Company executed an amendment to the Truist Credit Facility, extending the termination date to April

2030 and the final maturity to April 2031.

CONFERENCE CALL INFORMATION

Morgan Stanley Direct Lending Fund will host a conference call on Friday, May 8, 2026 at 10:00 am ET to review its financial results and conduct a question-and-answer session. All interested parties are invited to participate in the live earnings conference call by using the following

dial-in numbers or audio webcast link available on the MSDL Investor Relations website:

Audio Webcast

Conference Call

Domestic: 800-330-6710

International: +1 213-279-1505

Passcode: 5320038

To avoid potential delays, please join at least 10 minutes prior to the start of the earnings call. An archived replay will also be available on the MSDL

Investor Relations website.

3

About Morgan Stanley Direct Lending Fund

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.

Forward-Looking Statements

Statements included herein or

on the webcast/conference call may constitute “forward-looking statements,” which relate to future events or MSDL’s future performance or financial condition. These statements are not guarantees of future performance, condition or

results and involve a number of risks and uncertainties. Actual results and conditions may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in MSDL’s

filings with the U.S. Securities and Exchange Commission. MSDL undertakes no duty to update any forward-looking statements made herein or on the webcast/conference call.

Contacts

Investors

Sanna Johnson, Head of

Investor Relations

msdl@morganstanley.com

Media

Alyson Barnes

212-762-0514

alyson.barnes@morganstanley.com

4

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share amounts)

As of

March 31, 2026

December 31, 2025

(Unaudited)

(Audited)

Assets

Non-controlled/non-affiliated

investments, at fair value (amortized cost of $3,662,649 and $3,833,800)

$

3,565,757

$

3,766,757

Non-controlled/affiliated investments, at fair value

(amortized cost of $11,242 and $5,239)

10,121

4,789

Controlled/affiliated investments, at fair value (amortized cost of $94,532 and $0)

93,072

Total investments, at fair value (cost of $3,768,423 and $3,839,039)

3,668,950

3,771,546

Cash and cash equivalents (restricted cash of $3,820 and $3,820)

80,657

81,434

Investments in unaffiliated money market fund (cost of $19,856 and $12,976)

19,856

12,976

Deferred financing costs

15,917

16,874

Interest and dividend receivable from non-controlled/non-affiliated investments

28,410

26,332

Interest receivable from non-controlled/affiliated

investments

142

89

Interest receivable from controlled/affiliated investments

1,165

Receivable for investments sold/repaid

4,543

455

Prepaid expenses and other assets

5,163

10,390

Total assets

3,824,803

3,920,096

Liabilities

Debt (net of unamortized debt issuance costs of $10,110 and $10,545)

2,053,053

2,086,672

Payable for investment purchased

7

Payable to affiliates (Note 3)

83

91

Dividends payable

38,485

43,222

Management fees payable

9,430

9,596

Income based incentive fees payable

5,800

7,281

Interest payable

24,847

20,945

Accrued expenses and other liabilities

2,631

4,200

Total liabilities

2,134,336

2,172,007

Commitments and contingencies (Note 7)

Net assets

Preferred stock, $0.001 par value (1,000,000 shares authorized; no shares issued and

outstanding)

Common stock, par value $0.001 (500,000,000 shares authorized; 85,335,813 and 86,276,305 shares

issued and outstanding)

85

86

Paid-in capital in excess of par value

1,752,913

1,767,623

Total distributable earnings (loss)

(62,531

)

(19,620

)

Total net assets

$

1,690,467

$

1,748,089

Total liabilities and net assets

$

3,824,803

$

3,920,096

Net asset value per share

$

19.81

$

20.26

5

Consolidated Statements of Operations (Unaudited)

(In thousands, except share amounts)

For the Three Months Ended

March 31, 2026

March 31, 2025

Investment Income:

From

non-controlled/non-affiliated investments:

Interest income

$

81,640

$

94,941

Payment-in-kind

4,051

4,188

Dividend income

932

594

Other income

1,123

1,695

From non-controlled/affiliated investments:

Interest income

100

26

Payment-in-kind

53

14

From controlled/affiliated investments:

Dividend income

1,165

Total investment income

89,064

101,458

Expenses:

Interest and other financing expenses

30,665

34,179

Management fees

9,430

9,618

Income based incentive fees

5,800

9,843

Professional fees

1,474

1,608

Directors’ fees

129

129

Administrative service fees

61

60

General and other expenses

161

182

Total expenses

47,720

55,619

Management fees waiver (Note 3)

(641

)

Incentive fees waiver (Note 3)

(375

)

Net expenses

47,720

54,603

Net investment income (loss) before taxes

41,344

46,855

Excise tax expense

834

627

Net investment income (loss) after taxes

40,510

46,228

Net realized and unrealized gain (loss):

Net realized gain (loss) on

non-controlled/non-affiliated investments

(13,173

)

562

Foreign currency and other transactions

2

(13

)

Net realized gain (loss)

(13,171

)

549

Net change in unrealized appreciation (depreciation):

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments

(29,707

)

(17,148

)

Net change in unrealized appreciation (depreciation) on

non-controlled/affiliated investments

(672

)

42

Net change in unrealized appreciation (depreciation) on controlled/affiliated investments

(1,459

)

Translation of assets and liabilities in foreign currencies

(11

)

(1

)

Net unrealized appreciation (depreciation)

(31,849

)

(17,107

)

Net realized and unrealized gain (loss)

(45,020

)

(16,558

)

Net increase (decrease) in net assets resulting from operations

$

(4,510

)

$

29,670

Earnings per share (basic and diluted)

$

(0.05

)

$

0.34

Weighted average shares outstanding

85,775,149

88,413,652

6

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

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Period Type:

duration