[Form 4] Morgan Stanley Direct Lending Fund Insider Trading Activity

Rhea-AI Filing Summary

Morgan Stanley Direct Lending Fund (MSDL) Form 4 shows that Kevin Shannon, a director, purchased 5,000 shares of the issuer's common stock on 08/14/2025 at $17.70 per share. After the reported purchase, Mr. Shannon directly beneficially owns 29,079 shares. The filing also discloses indirect holdings: 5,846.8891 shares held by the Kevin F Shannon Irrevocable Trust and 2,359.271 shares held by the Joanne F Shannon Qualified Personal Residence Trust, plus 2,051.54 shares held in a directed IRA. The filing includes standard disclaimers about trust ownership and is signed by Orit Mizrachi by power of attorney on 08/18/2025.

Insights

Financial Analyst

TL;DR: A director purchased 5,000 shares at $17.70, modestly increasing his direct stake; transaction appears routine and non-dilutive.

This Form 4 documents a single open-market purchase by a director, increasing direct holdings to 29,079 shares. The purchase price of $17.70 per share and the small absolute size indicate a limited capital commitment relative to most funds, suggesting no immediate material shift in ownership or control. Disclosed indirect holdings through two trusts and an IRA are accompanied by standard disclaimers of beneficial ownership except for pecuniary interest.

Corporate Governance Expert

TL;DR: Insider purchase by a director is a routine disclosure; trust disclaimers and POA signature are properly documented.

The filing identifies Kevin Shannon as a director and includes appropriate statements disclaiming beneficial ownership of trust-held shares except to the extent of pecuniary interest. The Form is executed by a power of attorney, which is common for timely SEC reporting. There are no disclosures of option exercises, sales, or other derivative transactions in this filing.

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

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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^*

Shannon Kevin

(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)
08/14/2025

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	08/14/2025		P		5,000	A	$17.7	29,079	D
Common Stock, par value $0.001 per share								5,846.8891	I(1)	Held by the Kevin F Shannon Irrevocable Trust
Common Stock, par value $0.001 per share								2,359.271	I(2)	Held by Joanne F Shannon Qualified Personal Residence Trust
Common Stock, par value $0.001 per share								2,051.54	I	Held by Kevin Shannon Directed IRA

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. Shannon disclaims beneficial ownership of the shares of common stock held by the Kevin F Shannon Irrevocable Trust, except to the extent of his pecuniary interest therein.

2. Mr. Shannon disclaims beneficial ownership of the shares of common stock held by the Joanne F Shannon Qualified Personal Residence Trust, except to the extent of his pecuniary interest therein.

	/s/ Orit Mizrachi, by power of attorney	08/18/2025
	** 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 transaction did the Form 4 for MSDL report?

The Form 4 reports that director Kevin Shannon purchased 5,000 shares of MSDL common stock on 08/14/2025 at $17.70 per share.

How many shares does Kevin Shannon directly own after the transaction?

Following the reported purchase, Kevin Shannon directly beneficially owns 29,079 shares.

Are there any indirect holdings disclosed for the reporting person?

Yes. The filing discloses 5,846.8891 shares held by the Kevin F Shannon Irrevocable Trust, 2,359.271 shares held by the Joanne F Shannon Qualified Personal Residence Trust, and 2,051.54 shares in a directed IRA, with accompanying disclaimers.

Who signed the Form 4 and when?

The Form 4 is signed by Orit Mizrachi by power of attorney for the reporting person on 08/18/2025.

Did the filing report any derivative or sale transactions?

No. Table II shows no derivative transactions and the filing reports only the purchase described in Table I.