[8-K] Morgan Stanley Direct Lending Fund Reports Material Event

Rhea-AI Filing Summary

Morgan Stanley Direct Lending Fund reported softer first-quarter 2026 results and declared a regular dividend. Net investment income was $40.5 million, or $0.47 per share, as lower base rates reduced total investment income to $89.1 million. Realized and unrealized losses drove a small net loss of $0.05 per share and reduced net asset value to $19.81.

The board declared a second-quarter 2026 regular dividend of $0.45 per share, payable on or around July 24, 2026 to shareholders of record on June 30. The company maintained a largely first-lien, floating-rate portfolio of about $3.7 billion fair value and ended the quarter with $2.06 billion of debt and ample liquidity.

Insights

BDC and credit markets analyst

MSDL posted a modest quarterly loss but maintained dividend and strong liquidity.

MSDL generated total investment income of $89.1 million and net investment income of $40.5 million, or $0.47 per share, as lower base rates and reduced borrowing costs flowed through its middle-market loan book. Realized and unrealized losses of $45.0 million produced a small net loss.

Net asset value per share declined to $19.81, while the portfolio stayed heavily positioned in first-lien, floating-rate debt with a 9.3–9.5% weighted average yield. Six borrowers were on non-accrual, representing about 1.5% of investments at amortized cost, indicating some credit pressure but limited in portfolio terms.

Leverage remained moderate, with debt-to-equity at 1.22x and total principal debt of $2.06 billion balanced by $1.41 billion of credit facility availability and $96.7 million in cash and liquid investments as of March 31, 2026. The board authorized a $100 million share repurchase program and the company repurchased 940,492 shares, while also launching a joint venture with up to $200 million of its own capital to expand origination capacity.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

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.

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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

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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.

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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

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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

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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

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Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 114.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB