Insider Buy: Adam S. Metz Reports 28,248 MSDL Shares

Rhea-AI Filing Summary

Morgan Stanley Direct Lending Fund insider transaction: A Form 4 reports that reporting person Adam S. Metz, identified as a director, acquired 28,248 shares of the fund's common stock at a price of $17.6693 per share on 08/13/2025 under transaction code P (purchase). After the reported purchase, the filing shows Mr. Metz (indirectly) beneficially owns 28,248 shares from this transaction and an additional 48,505.553 shares held indirectly by related accounts, per the footnotes.

The filing discloses that Mr. Metz is a partner of the Metz Investments LP account and is settlor and trustee of the Adam Metz 2006 Trust, which holds the reported securities; he disclaims beneficial ownership of the trust-held shares except to the extent of his pecuniary interest.

Positive

• Insider purchase disclosed: Acquisition of 28,248 shares at $17.6693 demonstrates reporting and transparency.
• Clear ownership disclosure: Footnotes explain indirect holdings via Metz Investments LP and the Adam Metz 2006 Trust.

Negative

• Limited materiality information: Filing contains no context on total outstanding shares or fund size to assess impact.
• Disclaimed beneficial ownership: Trustee disclaimer for the trust-held shares may limit interpretation of insider alignment with shareholders.

Insights

Financial Analyst

TL;DR: A director-recorded purchase increases reported indirect holdings modestly; transaction is transparent but not clearly material to valuation.

The filing documents an open-market purchase of 28,248 shares at $17.6693, recorded as indirect ownership. From a trading-perspective this is a standard disclosure showing insider buying activity. The size of the purchase is explicit in the filing but the document contains no company financials or context to judge materiality relative to total outstanding shares or assets, limiting valuation implications.

Corporate Governance Expert

TL;DR: Insider transparency is maintained; ownership structure shown via footnotes may temper perceived control or intent.

The Form 4 clearly identifies the reporting person as a director and provides footnotes explaining indirect holdings through an investment partnership and a trust. That disclosure aligns with SEC reporting norms and clarifies the nature of beneficial ownership. The trustee/settlor disclaimer for the trust-held shares is explicitly stated and may reduce assumptions about direct control.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Metz Adam S

(Last) (First) (Middle)

C/O MORGAN STANLEY DIRECT LENDING FUND

1585 BROADWAY

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Morgan Stanley Direct Lending Fund [ MSDL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	08/13/2025		P		28,248	A	$17.6693	28,248	I(1)	See Footnote.
Common Stock, par value $0.001 per share								48,505.553	I(2)	See Footnote.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Mr. Metz is a partner of the Metz Investments LP account

2. Mr. Metz is the settlor and trustee of the Adam Metz 2006 Trust, which owns the reported securities. Mr. Metz disclaims beneficial ownership of shares of common stock held by the Adam Metz 2006 Trust, except to the extent of his pecuniary interest therein.

	/s/ Orit Mizrachi, by power of attorney	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Adam S. Metz report for MSDL on this Form 4?

He reported a purchase of 28,248 shares of Morgan Stanley Direct Lending Fund common stock at $17.6693 per share on 08/13/2025.

How many shares does the filing show Mr. Metz beneficially owns after the transaction?

The filing shows 28,248 shares attributable to the reported purchase and an additional 48,505.553 shares held indirectly as disclosed in the footnotes.

What is the relationship of the reporting person to MSDL?

The filing identifies Adam S. Metz as a director of Morgan Stanley Direct Lending Fund.

Does Mr. Metz directly own all the reported shares?

No. Footnotes state he is a partner of Metz Investments LP and the settlor and trustee of the Adam Metz 2006 Trust; he disclaims beneficial ownership of trust-held shares except for his pecuniary interest.

What transaction code is used in the Form 4 and what does it indicate?

The transaction code is P, which in this filing indicates a purchase of common stock.