Morgan Stanley Direct Lending Fund

Current report

In January 2024, our Board approved a share repurchase program to acquire up to $100 million in the aggregate of our Common Stock at prices below our net asset value per share over a specified period, in accordance with all applicable laws and regulations.

Current report

In February 2025, our Board approved an amended share repurchase program to acquire up to $100 million in the aggregate of our Common Stock at prices below our net asset value per share over a specified period, in accordance with all applicable securities laws and regulations.

Current report

On February 26, 2026, our Board approved the February 2026 Share Repurchase Program under which we can repurchase up to $100 million in the aggregate of our Common Stock at prices below the net asset value per share over a 24-month period, in accordance with all applicable securities laws and regulations. The February 2026 Share Repurchase Program is discretionary and whether purchases will be made under the February 2026 Share Repurchase Program and how much will be purchased at any time is uncertain and dependent on prevailing market prices and trading volumes, all of which we cannot predict.

Current report

*Shares repurchased under the February 2026 Share Repurchase Program

Previous report

We are subject to risks associated with any collateralized loan obligations, or CLOs, we enter into to finance our investments.

Previous report

We have in the past and may in the future enter into CLOs through a direct or indirect subsidiary of ours (any such subsidiary, an “MS Issuer”). As a result of these CLOs, including the 2025-1 Debt Securitization (as defined in Note 6. “Debt” in the notes to the accompanying consolidated financial statements), we are subject to a variety of risks, including those set forth below. We use the term “CLO” to describe a form of secured borrowing under which an operating company (sometimes referred to as an “originator” or “sponsor”) acquires or originates mortgages, receivables, loans or other assets that earn income, whether on a one-time or recurring basis (collectively, “income producing assets”), and borrows money on a non-recourse basis against a legally separate pool of loans or other income producing assets. In a typical CLO, the originator transfers the loans or income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a “special purpose entity”), which is established solely for the purpose of holding loans and income producing assets and issuing debt secured by these income producing assets. The special purpose entity completes the borrowing through the issuance of notes secured by the loans or other assets. The special purpose entity may issue the notes in the capital markets to a variety of investors, including banks, non-bank financial institutions and other investors. In a CLO transaction, institutional investors purchase the notes issued by an MS Issuer in a private placement, while we retain the equity interest in the CLOs and consolidate the assets and liabilities of the CLOs on our balance sheet.

Previous report

In connection with the 2025-1 Debt Securitization (and any other CLO we may form in the future), we depend (or will depend) in part on distributions from the CLO’s assets out of its earnings and cash flows to enable us to make distributions to shareholders. The ability of a CLO to make distributions will be, and in connection with the 2025-1 Debt Securitization is, subject to various limitations, including the terms and covenants of the debt it issues. The Subordinated Notes and that portion of the Class D Notes(each as defined in Note 6. “Debt” in the notes to the accompanying consolidated financial statements)issued by North Haven Private Credit CLO 1 LLC (“CLO 2025-1 Issuer”)and retained by us are the most junior classes of notes issued by CLO 2025-1 Issuer, are subordinated in priority of payment to the other CLO 2025-1 Debt(as defined in Note 6. “Debt” in the notes to the accompanying consolidated financial statements)issued by CLO 2025-1 Issuer and are subject to certain payment restrictions set forth in the indenture governing the CLO 2025-1 Senior Secured Notes(as defined in Note 6. “Debt” in the notes to the accompanying consolidated financial statements)and Subordinated Notes issued by CLO 2025-1 Issuer. Therefore, we only receive cash distributions on the Subordinated Notes and those Class D Notes retained by us if CLO 2025-1 Issuer has made all cash interest payments to all other CLO 2025-1 Senior Secured Notes it has issued.

Previous report

Also, a CLO may take actions to retain cash or other assets to satisfy asset coverage requirements or other tests commonly provided for holders of the CLO’s debt, which could impact our ability to receive distributions from the CLO. With respect to the 2025-1 Debt Securitization, if CLO 2025-1 Issuer does not meet the asset coverage tests or the interest coverage test set forth in the documents governing the 2025-1 Debt Securitization, cash would be diverted from the Subordinated Notes and/or Class D Notes that we hold to first pay the more senior CLO 2025-1 Notes issued by CLO 2025-1 Issuer in amounts sufficient to cause such tests to be satisfied. If we do not receive cash flow from any such CLO, including in connection with the 2025-1 Debt Securitization, that is necessary to satisfy the annual distribution requirement for maintaining RIC status, and we are unable to obtain cash from other sources necessary to satisfy this requirement, we may not maintain our qualification as a RIC, which would have a material adverse effect on an investment in the shares.

Previous report

In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower or increases in defaults, among other things, may result in a reduction of earnings and, in turn, cash potentially available for distribution to us for distribution to shareholders. To the extent that any losses are incurred by the CLO in respect of any collateral, including, with respect to the 2025-1 Debt Securitization, the value of the portfolio of loan investments held by CLO 2025-1 Issuer, such losses will be borne first by us as owner of equity interests in the CLO and, in the case of the 2025-1 Debt Securitization, the value of the Subordinated Notes that we have retained could be reduced at their redemption and could not be paid in full or at all.

Previous report

On January 25, 2024, the Company entered into the Original Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Exchange Act.

Previous report

Purchased under the Original Company 10b5-1 Plan