Form 4: David N. Miller Acquires 10,000 MSDL Shares; Sells 5,000

Rhea-AI Filing Summary

David N. Miller, a director of Morgan Stanley Direct Lending Fund (MSDL), reported changes in beneficial ownership showing both a purchase and a sale. On 08/12/2025 he acquired 10,000 shares of the fund's common stock at $17.69 per share (transaction code P), increasing the reported indirect holdings to 17,168.239 shares held through the MSSB C/F David Nathan Miller IRA, according to the footnote. The filing also records a disposition of 5,000 shares; the extracted content does not list a date or price for that disposal line. No derivative transactions were reported and the ownership is shown as indirect via an IRA. The report identifies Miller as a director.

Positive

• Director acquisition of 10,000 shares at $17.69, increasing reported indirect holdings to 17,168.239 shares
• Holdings disclosed as held in an IRA (MSSB C/F David Nathan Miller IRA), clarifying the nature of indirect ownership

Negative

• Disposition of 5,000 shares is recorded on a separate line
• Disposal line lacks a transaction date and price in the extracted content, limiting clarity on timing and proceeds

Insights

Securities Analyst

TL;DR: Director purchased 10,000 MSDL shares at $17.69, raising indirect holdings to 17,168.239 shares; a separate 5,000-share sale is reported.

The purchase of 10,000 shares at a stated price of $17.69 is a clear, recordable insider acquisition and increases the reporting person\'s indirect stake to 17,168.239 shares held in an IRA. The simultaneous reported disposal of 5,000 shares is recorded on a separate line without an accompanying date or price in the extracted content, limiting clarity on net timing and cash flow. No options or other derivatives are listed, so the filing reflects simple equity transactions. From a trading-disclosure standpoint, the entries are straightforward and material only to the extent investors track director-level purchases and sales.

Corporate Governance Expert

TL;DR: Director-level insider activity shown; holdings are indirect via an IRA and include both acquisition and disposition entries.

The report identifies Miller as a director and discloses indirect ownership through the MSSB C/F David Nathan Miller IRA, which affects beneficial-ownership attribution but not direct control. The acquisition is documented with transaction code P and a per-share price, which supports transparent disclosure practices. The disposal entry lacks attached price or date details in the provided extract, reducing completeness. No other governance actions, pledges, or derivative instruments are reported. Overall, the filing documents routine insider trading disclosures rather than governance changes.

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
Estimated average burden
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^*

MILLER DAVID N

(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)
08/12/2025

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	08/12/2025		P		10,000	A	$17.69	17,168.239	I	See Footnote.(1)
Common Stock, par value $0.001 per share								5,000	D

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. Miller is the owner of the MSSB C/F David Nathan Miller IRA, which owns the reported securities

	/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.
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FAQ

What insider activity did MSDL report for David N. Miller?

The filing reports an acquisition of 10,000 common shares at $17.69 per share on 08/12/2025 and a separate disposition of 5,000 shares.

How many MSDL shares does David N. Miller beneficially own after the reported transactions?

The report lists 17,168.239 shares beneficially owned following the reported acquisition, held indirectly.

What is the ownership form reported by the insider for MSDL?

Ownership is reported as indirect (I), with the securities held through the MSSB C/F David Nathan Miller IRA.

Was any derivative or option activity reported for MSDL in this filing?

No. Table II for derivative securities contains no entries in the provided content.

What is the reporting person's relationship to MSDL?

The document identifies the reporting person, David N. Miller, as a director of Morgan Stanley Direct Lending Fund (MSDL).