MSDL to issue $350M 6.100% notes due 2031

MSDL to issue $350M 6.100% notes due 2031

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8-K Event Classification

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What did Morgan Stanley Direct Lending Fund (MSDL) announce in this 8-K?

How large is the new note offering by Morgan Stanley Direct Lending Fund (MSDL)?

What interest rate and maturity apply to MSDL’s new notes?

Under what registration did Morgan Stanley Direct Lending Fund offer these notes?

Which banks are underwriting the MSDL 6.100% Notes due 2031 offering?

Does the underwriting agreement include indemnification for MSDL’s note offering?

Positive

Negative

Morgan Stanley Direct Lending Fund entered into an underwriting agreement to issue and sell $350,000,000 aggregate principal amount of its 6.100% Notes due 2031.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Morgan Stanley Direct Lending Fund entered into an underwriting agreement to issue and sell $350,000,000 aggregate principal amount of its 6.100% Notes due 2031. The deal is with a syndicate of underwriters led by Truist Securities, BNP Paribas, MUFG Securities Americas, RBC Capital Markets, and SMBC Nikko Securities America.

The notes are being offered under the company’s effective shelf registration statement on Form N-2, using a preliminary prospectus supplement, term sheet, and final prospectus supplement dated June 29, 2026. The agreement contains customary representations, covenants, indemnification, and contribution provisions for the company, its adviser, and the underwriters.

MSDL issues $350M of 6.100% notes due 2031 under an underwritten offering.

Morgan Stanley Direct Lending Fund is raising debt capital through a $350,000,000 issuance of 6.100% Notes due 2031. The notes are sold via an underwriting syndicate including Truist Securities, BNP Paribas, MUFG Securities Americas, RBC, and SMBC Nikko.

The transaction is conducted off an effective shelf registration on Form N-2, supported by a preliminary prospectus supplement, a term sheet, and a final prospectus supplement all dated June 29, 2026. The underwriting agreement includes customary representations, covenants, indemnification, and contribution provisions, which are standard protections for both issuer and underwriters in a registered bond offering.

Key factors for investors will include how this $350,000,000 of 2031 debt fits into the fund’s overall leverage strategy and interest coverage, details that are typically outlined in the accompanying prospectus materials and subsequent periodic reports.

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Notes issued: $350,000,000 aggregate principal amount Coupon rate: 6.100% Shelf registration form: Form N-2 +1 more

4 metrics

Notes issued $350,000,000 aggregate principal amount 6.100% Notes due 2031

Coupon rate 6.100% Interest rate on Notes due 2031

Shelf registration form Form N-2 Registration No. 333-283477 for the offering

Offering date reference June 29, 2026 Date of underwriting agreement and prospectus supplements

Underwriting Agreement, shelf registration statement, Form N-2, prospectus supplement

4 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form N-2 regulatory

"effective shelf registration statement on Form N-2 (Registration No. 333-283477)"

Form N-2 is a U.S. Securities and Exchange Commission filing that investment companies use to register and describe closed-end funds and certain management companies for public investors. It lays out the fund’s purpose, fees, risks, portfolio policies and management team—like a detailed product label for a financial product—so investors can compare offerings, understand costs and risks, and make informed decisions before buying shares.

prospectus supplement financial

"as supplemented by a preliminary prospectus supplement, a term sheet and a final prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Morgan Stanley Direct Lending Fund entered an underwriting agreement to issue $350,000,000 of 6.100% Notes due 2031. The notes are sold through a syndicate of underwriters under an effective shelf registration on Form N-2.

The company is issuing $350,000,000 aggregate principal amount of notes. This represents a sizable debt financing, structured as 6.100% Notes due 2031 sold through a group of investment bank underwriters.

The new Morgan Stanley Direct Lending Fund notes carry a 6.100% interest rate and mature in 2031. These 6.100% Notes due 2031 are part of a $350,000,000 underwritten registered offering to institutional investors.

The notes were offered under an effective shelf registration statement on Form N-2, Registration No. 333-283477. The offering used a preliminary prospectus supplement, a term sheet, and a final prospectus supplement, each dated June 29, 2026.

The underwriting syndicate is led by Truist Securities, BNP Paribas Securities, MUFG Securities Americas, RBC Capital Markets, and SMBC Nikko Securities America. They act as representatives of several underwriters for the $350,000,000 note issuance.

Yes. The underwriting agreement provides customary indemnification by the company, its adviser, and the underwriters against certain liabilities. It also includes standard contribution provisions related to those liabilities, typical for registered debt offerings.

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Accepted by SEC EDGAR 07/01/2026 - 05:01 PM

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):

June 29, 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 tr

sition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement

On June 29, 2026, Morgan Stanley Direct Lending Fund (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, MS Capital Partners Adviser Inc. (the “Adviser”), and Truist Securities, Inc., BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters, in connection with the issuance and sale of $350,000,000 aggregate principal amount of the Company’s 6.100% Notes due 2031 (the “Offering”).

The Underwriting Agreement includes customary representations, warranties, and covenants by the Company and the Adviser. It also provides for customary indemnification by each of the Company, the Adviser, and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form

N-2

(Registration

No. 333-283477)

previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement, a term sheet and a final prospectus supplement, each dated June 29, 2026.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit Number		Description

1.1*		Underwriting Agreement, dated June 29, 2026, by and among Morgan Stanley Direct Lending Fund, MS Capital Partners Adviser Inc., and Truist Securities, Inc., BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Ex

change

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

2 documents

Dated: July 1, 2026

MORGAN STANLEY DIRECT LENDING FUND

/s/ David Pessah

David Pessah

Chief Financial Officer