Form 8-K

8-K — Morgan Stanley Direct Lending Fund

Accession: 0001193125-26-338351

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001782524

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d156013d8k.htm (Primary)

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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): August 6, 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 August 6, 2026, Morgan Stanley Direct Lending Fund (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 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 August 4, 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 October 23, 2026 to stockholders of record as of September 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 August 6, 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: August 6, 2026

MORGAN STANLEY DIRECT LENDING FUND

By:

/s/ David Pessah

David Pessah

Chief Financial Officer

EX-99.1

Filename: d156013dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Morgan Stanley Direct Lending Fund Announces June 30, 2026 Financial Results and Declares Third

Quarter 2026 Regular Dividend of $0.45 per Share

NEW YORK, NY, August 6, 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 second quarter ended

June 30, 2026.

QUARTERLY HIGHLIGHTS

•

Net investment income of $38.2 million, or $0.45 per share, as compared to $40.5 million, or $0.47 per

share, for the quarter ended March 31, 2026;

•

Net asset value of $19.50 per share, as compared to $19.81 as of March 31, 2026;

•

Debt-to-equity was 1.21x as of

June 30, 2026, as compared to 1.22x as of March 31, 2026;

•

New investment commitments of $95.0 million (net of any syndications), fundings of $146.2 million and

sales and repayments of $240.5 million, resulting in net funded deployment of ($94.2) million;

•

The Company continued to ramp Capstone Lending LLC (“Capstone JV”). As of June 30, 2026,

approximately 52.3% of the 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 June 30, 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)

June 30, 2026

March 31, 2026

Net investment income per share

0.45

0.47

Net realized and unrealized gains (losses) per

share1

0.36

)

0.52

)

Earnings per share

0.09

0.05

)

Regular dividend per share

0.45

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)

June 30, 2026

March 31, 2026

Investments, at fair value

3,554,287

3,668,950

Total debt outstanding, at principal

2,000,678

2,064,010

Net assets

1,647,868

1,690,467

Net asset value per share

19.50

19.81

Debt to equity

1.21x

1.22x

Net debt to equity

1.17x

1.16x

RESULTS OF OPERATIONS

Total investment income for the quarter ended June 30, 2026 was $88.8 million, compared to $89.1 million for the quarter ended March 31,

2026. The modest decrease was primarily driven by the impact of positions placed on non-accrual, and partially offset by the impact of the Capstone JV.

Total net expenses for the quarter ended June 30, 2026 were $49.8 million, up from

$47.7 million for the quarter ended March 31, 2026. The increase was primarily driven by higher interest and other financing expenses as well as a net increase in incentive fees in the quarter.

Net investment income for the quarter ended June 30, 2026 was $38.2 million, or $0.45 per share, compared to $40.5 million, or $0.47 per share,

for the quarter ended March 31, 2026.

For the quarter ended June 30, 2026, net change in unrealized depreciation was $22.8 million and net

realized losses were $7.4 million.

PORTFOLIO AND INVESTMENT ACTIVITY

As of June 30, 2026, the Company’s investment portfolio had a fair value of approximately $3.6 billion, comprised of 229 portfolio companies

across 36 industries, with an average investment size of $15.5 million, or 0.4% of our total portfolio on a fair value basis. The composition of the Company’s investments was the following:

June 30, 2026

March 31, 2026

($ in thousands)

Cost

Fair Value

% of Total

Investments at

Fair Value

Cost

Fair Value

% of Total

Investments at

Fair Value

First Lien Debt

3,414,546

3,308,689

93.1

3,520,313

3,439,360

93.8

Second Lien Debt

77,453

72,603

2.0

82,095

72,397

2.0

Other Debt Investments

8,830

7,149

0.2

8,546

7,593

0.2

Equity

71,278

63,302

1.8

62,937

56,528

1.5

Investment in Joint Venture

104,532

102,544

2.9

94,532

93,072

2.5

Total

3,676,639

3,554,287

100.0

3,768,423

3,668,950

100.0

Investment activity was as follows:

Investment Activity:

Three Months

Ended June 30,

2026

Three Months

Ended March 31,

2026

New investment commitments, at par (net of syndications)

94,988

144,889

Investment fundings

146,236

173,964

Number of new investment commitments in portfolio companies

Number of portfolio companies exited or fully repaid

Total weighted average yield of investments in debt securities at amortized cost and fair value was 9.1% and 9.4%,

respectively, as of June 30, 2026, down from 9.3% and 9.5%, respectively, as of March 31, 2026. Floating rate debt investments as a percentage of total portfolio on a fair value basis was 99.6% as of June 30, 2026, unchanged compared

to March 31, 2026. As of June 30, 2026, certain investments in seven portfolio companies were on non-accrual status, representing approximately 2.9% of total investments at amortized cost.

CAPITAL AND LIQUIDITY

As of June 30, 2026, the

Company had total principal debt outstanding of $2,000.7 million, including $351.0 million outstanding in the Company’s BNP Funding Facility, $215.7 million outstanding in the 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 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 5.40% for the quarter ended June 30,

2026. As of June 30, 2026, the Company had $1,471.5 million of availability under its credit facilities and $71.6 million in unrestricted cash and short-term, liquid investments. Debt to equity was 1.21x and 1.22x as of June 30,

2026 and March 31, 2026, respectively.

SHARE REPURCHASES

For the three months ended June 30, 2026, the Company repurchased 831,486 shares at an average price of $15.06 per share.

JOINT VENTURE

The Company launched Capstone JV, a joint

venture with an institutional investor with a substantially similar investment strategy as the Company. The Company and its joint venture partner agreed to contribute up to $200.0 million and $50.0 million, respectively, to Capstone JV. As

of June 30, 2026, approximately 52.3% of the total capital commitments were called.

OTHER DEVELOPMENTS

•

On August 4, 2026, the Board declared a regular distribution of $0.45 per share, which is payable on or

around October 23, 2026 to shareholders of record as of September 30, 2026.

•

Subsequent to quarter end, the Company successfully issued $350 million of 6.10% Notes due July 2031.

CONFERENCE CALL INFORMATION

Morgan Stanley Direct Lending Fund will host a conference call on Friday, August 7, 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: 9670392

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.

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

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share amounts)

As of

June 30, 2026

December 31, 2025

(Unaudited)

(Audited)

Assets

Non-controlled/non-affiliated

investments, at fair value (amortized cost of $3,537,851 and $3,833,800)

3,418,959

3,766,757

Non-controlled/affiliated investments, at fair value

(amortized cost of $34,256 and $5,239)

32,784

4,789

Controlled/affiliated investments, at fair value (amortized cost of $104,532 and $0)

102,544

—

Total investments, at fair value (cost of $3,676,639 and $3,839,039)

3,554,287

3,771,546

Cash and cash equivalents (restricted cash of $8,600 and $3,820)

65,816

81,434

Investments in unaffiliated money market fund (cost of $14,357 and $12,976)

14,357

12,976

Deferred financing costs

18,914

16,874

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

23,670

26,332

Interest receivable from non-controlled/affiliated

investments

146

Dividend receivable from controlled/affiliated investments

3,016

—

Receivable for investments sold/repaid

30,142

455

Other assets

391

10,390

Total assets

3,710,739

3,920,096

Liabilities

Debt (net of unamortized debt issuance costs of $9,288 and $10,545)

1,981,897

2,086,672

Distributions payable

38,103

43,222

Management fees payable

9,182

9,596

Income based incentive fees payable

6,518

7,281

Interest payable

18,776

20,945

Payable for investment purchased

—

Payable to affiliates (Note 3)

Accrued expenses and other liabilities

8,333

4,200

Total liabilities

2,062,871

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; 84,504,322 and 86,276,305 shares

issued and outstanding)

Paid-in capital in excess of par value

1,740,413

1,767,623

Distributable earnings (loss)

(92,630

)

(19,620

)

Total net assets

1,647,868

1,748,089

Total liabilities and net assets

3,710,739

3,920,096

Net asset value per share

19.50

20.26

Consolidated Statements of Operations (Unaudited)

(In thousands, except share amounts)

For the Three Months Ended

For the Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Investment income:

From

non-controlled/non-affiliated investments:

Interest income

77,516

93,752

159,156

188,693

Payment-in-kind

income

4,842

3,815

8,893

8,003

Dividend income

1,742

650

2,674

1,244

Other income

1,353

1,175

2,476

2,870

From non-controlled/affiliated

investments:

Interest income

179

279

Payment-in-kind

income

141

Dividend income

—

Other income

—

From controlled/affiliated investments:

Dividend income

3,016

—

4,181

—

Total investment income

88,774

99,508

177,838

200,966

Expenses:

Interest and other financing expenses

32,018

34,707

62,683

68,886

Management fees

9,182

9,624

18,612

19,242

Income based incentive fees

6,518

9,279

12,318

19,122

Professional fees

1,716

1,698

3,190

3,306

Directors’ fees

130

259

Administrative service fees

122

145

General and other expenses

189

128

350

310

Total expenses

49,814

55,651

97,534

111,270

Management fees waiver (Note 3)

—

(641

)

Incentive fees waiver (Note 3)

—

(375

)

Net expenses

49,814

55,651

97,534

110,254

Net investment income (loss) before taxes

38,960

43,857

80,304

90,712

Excise tax expense

800

200

1,634

827

Net investment income (loss) after taxes

38,160

43,657

78,670

89,885

Net realized and unrealized gain (loss):

Net realized gain (loss) on

non-controlled/non-affiliated investments

(7,407

)

(20,580

)

587

Foreign currency and other transactions

(24

)

(22

)

Net realized gain (loss)

(7,431

)

(20,602

)

640

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

(21,915

)

(7,751

)

(51,621

)

(24,899

)

Net change in unrealized appreciation (depreciation) on

non-controlled/affiliated investments

(351

)

(1,023

)

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

(527

)

—

(1,987

)

—

Translation of assets and liabilities in foreign currencies

)

101

(19

)

100

Net unrealized appreciation (depreciation)

(22,801

)

(7,652

)

(54,650

)

(24,759

)

Net realized and unrealized gain (loss)

(30,232

)

(7,561

)

(75,252

)

(24,119

)

Net increase (decrease) in net assets resulting from operations

7,928

36,096

3,418

65,766

Earnings per share (basic and diluted)

0.09

0.41

0.04

0.75

Weighted average shares outstanding (basic and diluted)

84,754,809

87,189,801

85,262,160

87,798,346

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Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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