Morgan Stanley Direct Lending Fund
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Sales of Unregistered Securities
Refer to “Part I, Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets” in this Report.
Issuer Purchases of Equity Securities
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.
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.
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.
The following table summarizes the shares repurchased under our share repurchase program during the nine months ended September 30, 2026:
| Period · TotalNumberof SharesPurchased · Average PricePaid perShare · TotalNumberof SharesPurchasedas Part ofPubliclyAnnouncedPlans orPrograms · ApproximateDollar Valueof Sharesthat MayYet BePurchasedUnder theProgram(in millions) | |||||
|---|---|---|---|---|---|
| January 1 - January 31, 2026 | 358,300 | $16.47 | 358,300 | $52.1 | |
| February 1 - February 28, 2026 | 308,900 | 15.55 | 308,900 | 47.6 | |
| March 1 - March 31, 2026 | 273,287 | 14.64 | 273,287 | 96.0 | |
| April 1 - April 30, 2026 | 460,500 | 14.82 | 460,500 | 88.8 | |
| May 1 - May 31, 2026 | 370,986 | 15.33 | 370,986 | 83.5 | |
| June 1 - June 30, 2026 | — | — | — | 83.5 | |
| July 1, 2026 - July 31, 2026 | 344,500 | 15.34 | 344,500 | 78.2 | |
| August 1, 2026 - August 31, 2026 | 300,500 | 15.29 | 300,500 | 73.6 | |
| September 1, 2026- September 30, 2026 | 174,427 | 14.95 | 174,427 | 71.0 | |
| Total Repurchases | 2,591,400 | 2,591,400 | |||
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