Morgan Stanley Direct Lending Fund
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
MSDL$14.00+0.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits
(a) Documents filed as part of this Report
The following documents are filed as part of this Report:
(1) Financial Statements - Financial statements are included in Item 8. See the Index to the consolidated financial statements on page 83 of this annual report on Form 10-K.
(2) Financial Statement Schedules - None. We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated statements or notes to the consolidated financial statements.
(3) Exhibits - The following is a list of all exhibits filed as a part of this annual report on Form 10-K, including those incorporated by reference. Please note that the agreements included as exhibits to this Form 10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.
(b) Exhibits
| Exhibit | |
|---|---|
| 3.1 | Form of Certificate of Incorporation (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)). |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed by the Company on March 28, 2025 (File No. 814-01332)). |
| 3.3 | Second Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed by the Company on April 25, 2025 (File No. 814-01332)). |
| 4.1* | Description of Securities. |
| 4.2 | Indenture, dated as of February 11, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed by the Company on February 11, 2022 (File No. 814-01332)). |
| 4.3 | First Supplemental Indenture, dated as of February 11, 2022, relating to the 4.500% Notes due 2027, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed by the Company on February 11, 2022 (File No. 814-01332)). |
| 4.4 | Form of 4.500% Notes due 2027 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed by the Company on February 11, 2022 (File No. 814-01332)). |
| 4.5 | Second Supplemental Indenture, dated as of May 17, 2024, relating to the 6.150% Notes due 2029, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed by the Company on May 17, 2024 (File No. 814-01332)). |
| 4.6 | Form of 6.150% Notes due 2029 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed by the Company on May 17, 2024 (File No. 814-01332)). |
| 4.7 | Third Supplemental Indenture, dated as of May 19, 2025, relating to the 6.000% Notes due 2030, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed by the Company on May 19, 2025 (File No. 814-01332)). |
| 4.8 | Form of 6.000% Notes due 2030 (Incorporated by reference to Exhibit 4.7 hereto). |
| 4.9 | Indenture and Security Agreement dated as of September 17, 2025 by and between North Haven Private Credit CLO 1 LLC, as Issuer, and U.S. Bank Trust Company, National Association, as Collateral Trustee (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on September 22, 2025 (File No. 814-01332)). |
| 10.1 | Amended and Restated Investment Advisory Agreement, dated as of January 24, 2024 (Incorporated by reference to the Company’s Post Effective Amendment No. 1 to the Registration Statement on Form N-2, filed by the Company on January 30, 2024 (File No. 333-276056)). |
| 10.2 | Form of Waiver Letter Agreement to the Investment Advisory Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)). |
| 10.3 | Form of Administration Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)). |
| 10.4 | Form of Custody Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)). |
| Exhibit | |
|---|---|
| 10.5 | Form of License Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)). |
| 10.6** | Form of Indemnification Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)). |
| 10.7 | Amended and Restated Dividend Reinvestment Plan (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed by the Company on November 7, 2024 (File No. 814-01332)). |
| 10.8 | Revolving Credit and Security Agreement, dated as of October 14, 2020, among DLF Financing SPV LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Morgan Stanley Direct Lending Fund, as equity holder and servicer, and U.S. Bank National Association, as collateral agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on October 20, 2020 (File No. 814-01332)). |
| 10.9 | Purchase and Sale Agreement, dated as of October 14, 2020, between DLF Financing SPV LLC, as purchaser, and Morgan Stanley Direct Lending Fund, as seller (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed by the Company on October 20, 2020 (File No. 814-01332)). |
| 10.10 | Amendment No. 1 to Revolving Credit and Security Agreement, dated as of December 11, 2020, among DLF Financing SPV LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Morgan Stanley Direct Lending Fund, as equity holder and servicer, and U.S. Bank National Association, as collateral agent (Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed by the Company on March 19, 2021 (File No. 814-01332)). |
| 10.11 | Amendment No. 2 to Revolving Credit and Security Agreement, dated as of March 2, 2021, among DLF Financing SPV LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Morgan Stanley Direct Lending Fund, as equity holder and servicer, and U.S. Bank National Association, as collateral agent (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed by the Company on March 19, 2021 (File No. 814-01332)). |
| 10.12 | Amendment No. 3 to Revolving Credit and Security Agreement, dated as of September 22, 2023, among DLF Financing SPV LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Morgan Stanley Direct Lending Fund, as equity holder and servicer, and U.S. Bank National Association, as collateral agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on September 28, 2023 (File No. 814-01332)). |
| 10.13 | Amendment No. 4 to Revolving Credit and Security Agreement, dated as of June 26, 2024, among DLF Financing SPV LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Morgan Stanley Direct Lending Fund, as equity holder and servicer, and U.S. Bank National Association, as collateral agent (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed by the Company on August 8, 2024 (File No. 814-01332)). |
| 10.14 | Amendment No. 5 to Revolving Credit and Security Agreement, dated as of August 21, 2024, among DLF Financing SPV LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Morgan Stanley Direct Lending Fund, as equity holder and servicer, and U.S. Bank National Association, as collateral agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on August 27, 2024 (File No. 814-01332)). |
| 10.15 | Amendment No. 6 to Revolving Credit and Security Agreement, dated as of September 24, 2025, by and among DLF Financing SPV LLC, as borrower, Morgan Stanley Direct Lending Fund, as the Equityholder and the Servicer, the Lenders party thereto, U.S. Bank Trust Company, National Association, as Collateral Agent, and BNP Paribas, as Administrative Agent (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on September 29, 2025 (File No. 814-01332)). |
| 10.16 | Senior Secured Revolving Credit Agreement, dated as of July 16, 2021, among Morgan Stanley Direct Lending Fund, as Borrower, the Lenders and Issuing Banks party thereto, Truist Bank, as Administrative Agent, and Truist Securities, Inc., as Joint Lead Arranger and Sole Book Runner (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on July 22, 2021 (File No. 814-01332)). |
| 10.17 | Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of December 3, 2021, among Morgan Stanley Direct Lending Fund, as Borrower, the Lenders and Issuing Banks party thereto, Truist Bank, as Administrative Agent, and Truist Securities, Inc., as Joint Lead Arranger and Sole Book Runner (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed by the Company on March 18, 2022 (File No. 814-01332 )). |
| 10.18 | Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated May 20, 2022, among Morgan Stanley Direct Lending Fund, as Borrower, the Lenders party thereto, and Truist Bank, as Administrative Agent (Incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K, filed by the Company on May 20, 2022 (File No. 814-01332)). |
| 10.19 | Amendment No. 3 to Senior Secured Revolving Credit Agreement, dated as of January 31, 2023, among Morgan Stanley Direct Lending Fund, as Borrower, the Lenders and Issuing Banks party thereto, Truist Bank, as Administrative Agent, Truist Securities, Inc, as Joint Lead Arranger and Sole Book Runner, and ING Capital LLC, MUFG Bank, LTD and Sumitomo Mitsui |
| Exhibit | |
|---|---|
| Banking Corporation, as Joint Lead Arrangers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on February 6, 2023 (File No. 814-01332)). | |
| 10.20 | Amendment No. 4 to Senior Secured Revolving Credit Agreement, dated as of April 19, 2024, among Morgan Stanley Direct Lending Fund, as Borrower, the Lenders and Issuing Banks party thereto, Truist Bank, as Administrative Agent, and Truist Securities, Inc., as Joint Lead Arranger and Sole Book Runner, and ING Capital LLC, MUFG Bank, Ltd., and Sumitomo Mitsui Banking Corporation, as additional Joint Lead Arrangers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on April 23, 2024 (File No. 814-01332)). |
| 10.21 | Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 25, 2025, among Morgan Stanley Direct Lending Fund, as Borrower, the Lenders and Issuing Banks party thereto, Truist Bank, as Administrative Agent, and Truist Securities, Inc., as Joint Lead Arranger and Sole Book Runner, and ING Capital LLC, MUFG Bank, Ltd., and Sumitomo Mitsui Banking Corporation, as additional Joint Lead Arrangers (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K, filed by the Company on February 27, 2025 (File No. 814-01332)). |
| 10.22 | Note Purchase Agreement by and between the Company and the purchasers party thereto, dated September 13, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on September 14, 2022 (File No. 814-01332)). |
| 10.23 | Registration Rights Agreement, dated as of February 11, 2022, relating to the 4.500% Notes due 2027, by and among the Company and SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., as the representatives of the Initial Purchasers (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed by the Company on February 11, 2022 (File No. 814-01332)). |
| 10.24 | Registration Rights Agreement, dated as of May 17, 2024, relating to the 6.150% Notes due 2029, by and among the Company and Truist Securities, Inc., BNP Paribas Securities Corp., ING Financial Markets LLC, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as the representatives of the Initial Purchasers (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed by the Company on May 17, 2024 (File No. 814-01332)). |
| 10.25 | Form of Equity Distribution Agreement (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed by the Company on March 28, 2025 (File No. 814-01332)). |
| 10.26 | Purchase and Placement Agreement dated as of September 17, 2025 by and between North Haven Private Credit CLO 1 LLC, as Issuer, BNP Paribas Securities Corp. and Morgan Stanley & Co. LLC (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on September 22, 2025 (File No. 814-01332)). |
| 10.27 | Master Loan Sale Agreement dated as of September 17, 2025 among Morgan Stanley Direct Lending Fund, as the Transferor and North Haven Private Credit CLO 1 LLC, as the 2025 Issuer (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on September 22, 2025 (File No. 814-01332)). |
| 10.28 | Class A-1 Credit Agreement dated as of September 17, 2025 among North Haven Private Credit CLO 1 LLC, as Borrower, and U.S. Bank Trust Company, National Association, as Loan Agent and as Collateral Trustee (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on September 22, 2025 (File No. 814-01332)). |
| 10.29 | Collateral Servicing Agreement dated as of September 17, 2025 by and between North Haven Private Credit Fund CLO 1 LLC, as Issuer, and Morgan Stanley Direct Lending Fund, as Collateral Servicer (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on September 22, 2025 (File No. 814-01332)). |
| 14.1 | Code of Ethics of Morgan Stanley Direct Lending Fund (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)). |
| 14.2 | Code of Ethics of MS Capital Partners Adviser Inc. (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)). |
| 19.1 | Insider Trading Policy (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K, filed by the Company on February 27, 2025 (File No. 814-01332)). |
| 21.1* | Subsidiaries of the Registrant. |
| 23.1* | Consent of Independent Registered Public Accounting Firm. |
| 31.1* | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. |
| 31.2* | Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended. |
| 32.1*** | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2*** | Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 99.7 | Morgan Stanley Direct Lending Fund Clawback Policy (Incorporated by reference to Exhibit 99.7 to the Company’s Annual Report on Form 10-K, filed by the Company on March 1, 2024 (File No. 814-01332)). |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because XBRL tags are embedded within the Inline XBRL document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
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|---|---|
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herein. |
| ** | Management contract or compensatory plan or arrangement. |
| *** | Furnished herein. |
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