Morgan Stanley Direct Lending Fund files Amendment No.6 to credit deal

Rhea-AI Filing Summary

Morgan Stanley Direct Lending Fund (MSDL) filed an 8-K reporting Amendment No. 6 to a Revolving Credit and Security Agreement dated September 24, 2025. The amendment names DLF LLC as borrower, Morgan Stanley Direct Lending Fund as equityholder and servicer, the lenders party to the agreement, U.S. Bank Trust Company, National Association as collateral agent, and BNP Paribas as administrative agent. The cover page inline XBRL is embedded and the filing bears the signature of David Pessah, Chief Financial Officer dated September 29, 2025. The filing text supplied is limited to the amendment cover information and signatures.

Positive

• Amendment No. 6 executed on September 24, 2025 and disclosed in an 8-K signed September 29, 2025
• Key agents and parties are clearly identified: DLF LLC (borrower), MSDL (equityholder/servicer), U.S. Bank Trust (collateral agent), BNP Paribas (administrative agent)

Negative

• None.

Insights

Credit Analyst

TL;DR: A formal amendment to the revolving credit agreement was executed, documenting parties and agents.

The amendment dated September 24, 2025 records an update to the Revolving Credit and Security Agreement and lists key roles: DLF LLC as borrower, Morgan Stanley Direct Lending Fund as equityholder/servicer, U.S. Bank Trust Company as collateral agent, and BNP Paribas as administrative agent. This confirms the contractual counterparties and agent structure for the facility.

The filing text provided is limited to the cover and signature, so there is no disclosed change in economic terms, covenant levels, or amounts to assess immediate credit impact. If investors need material changes (pricing, maturity, covenants), those details are not present and should be requested or reviewed in the complete amendment document.

Corporate Governance Specialist

TL;DR: The filing documents a signed amendment and includes an officer certification.

The 8-K shows the amendment is formally recorded with an embedded Inline XBRL cover page and bears the signature of David Pessah, Chief Financial Officer, dated September 29, 2025. That indicates the company completed the administrative step to disclose the contract change.

Because the submitted content is limited to cover and signature text, governance reviewers should obtain the full amendment to verify approvals, effective dates, and any board or lender consents referenced within the substantive amendment language.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 24, 2025

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 No.)

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 (see General Instruction A.2. below):

☐ 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		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 or Rule 12b- 2 of the Securities Exchange Act of 1934.

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 1.01. Entry into a Material Definitive Agreement.

On September 24, 2025, DLF Financing SPV LLC (“DLF LLC”), a Delaware limited liability company and wholly owned subsidiary of Morgan Stanley Direct Lending Fund (the “Company”), entered into a sixth amendment (the “Sixth Amendment”) to that certain Revolving Credit and Security Agreement, dated as of October 14, 2020 (as amended, restated or otherwise modified from time to time, the “BNP Funding Facility”), by and among DLF LLC, as the borrower, the Company, 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 (the “Administrative Agent”).

The Sixth Amendment amended certain terms of the BNP Funding Facility to provide for, among other things, (i) a reduction in the applicable margin during the reinvestment period for each applicable reference rate from 2.25% per annum to 1.95% per annum and (ii) a reduction in the applicable margin following the reinvestment period for each applicable reference rate from 2.75% per annum to 2.45% per annum.

Borrowings under the BNP Funding Facility are subject to various covenants under the related agreements as well as the leverage restrictions contained in the Investment Company Act of 1940, as amended.

The description above is only a summary of the material provisions of the Sixth Amendment and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
10.1*		Amendment No. 6 to the Revolving Credit and Security Agreement, dated as of September 24, 2025, by and among DLF 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.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.

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.

				MORGAN STANLEY DIRECT LENDING FUND
Date: September 29, 2025				By:		/s/ David Pessah
						David Pessah
						Chief Financial Officer

FAQ

What did MSDL report in the 8-K?

MSDL reported Amendment No. 6 to a Revolving Credit and Security Agreement dated September 24, 2025 and filed the 8-K with a cover page inline XBRL.

Who are the parties named in the amendment (MSDL)?

The amendment lists DLF LLC as borrower, Morgan Stanley Direct Lending Fund as equityholder and servicer, the lenders party to the agreement, U.S. Bank Trust Company, N.A. as collateral agent, and BNP Paribas as administrative agent.

When was the amendment signed and who signed the filing (MSDL)?

The amendment is dated September 24, 2025 and the 8-K bears the signature of David Pessah, Chief Financial Officer, dated September 29, 2025.

Does the filing disclose amended financial terms or covenants?

No. The provided content contains only the amendment cover information and signature; it does not disclose any economic terms, covenant changes, or facility amounts.

Is the Inline XBRL cover page included in the filing?

Yes. The cover page Inline XBRL file is indicated as embedded within the filing.