Joan Binstock Buys 5,659 MSDL Shares; Indirect Holdings Now 39,251

Rhea-AI Filing Summary

Joan A. Binstock, identified as a director of Morgan Stanley Direct Lending Fund (MSDL), is reported to have purchased 5,659 shares of MSDL common stock on 08/11/2025 at a price of $17.685 per share.

After the transaction, the filing shows 39,251 shares reported as beneficially owned indirectly through the Joan A Binstock Revocable Trust. The footnote states Ms. Binstock is the grantor and trustee of that trust and disclaims beneficial ownership except to the extent of her pecuniary interest.

Positive

• Director purchase disclosed: Joan A. Binstock acquired 5,659 shares, indicating personal investment in MSDL.
• Clear disclosure of ownership form: The filing explicitly states shares are held via the Joan A Binstock Revocable Trust with a footnote explaining the trustee relationship.

Negative

• Indirect ownership with disclaimer: Ms. Binstock disclaims beneficial ownership of trust-held shares except to the extent of her pecuniary interest, which may limit direct control attribution.

Insights

Corporate Governance Expert

TL;DR: A director's small, disclosed purchase increases indirect holdings via a revocable trust; governance disclosure appears standard and complete.

The Form 4 reports a routine insider purchase of 5,659 shares at $17.685, raising indirect holdings to 39,251 shares. The filing includes a clear footnote that the shares are held by the Joan A Binstock Revocable Trust and that Ms. Binstock disclaims beneficial ownership except for pecuniary interest. From a governance perspective, the disclosure meets Section 16 transparency expectations; the indirect ownership structure and disclaimer are explicitly stated, which is important for assessing control and potential conflicts.

Securities Analyst

TL;DR: Insider purchase disclosed but modest in size; transaction provides a limited but positive signal of alignment with shareholders.

The transaction code indicates a purchase of 5,659 shares at $17.685 on 08/11/2025, with post-transaction beneficial ownership of 39,251 shares held indirectly. There are no derivative transactions reported. While the purchase signals director alignment with equity performance, the filing does not provide context on position size relative to total shares outstanding, so the market impact is likely limited. Disclosure clarity is appropriate for investor review.

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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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^*

Binstock Joan

(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)
08/11/2025

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	08/11/2025		P		5,659	A	$17.685	39,251	I(1)	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. Ms. Binstock is the grantor and trustee of the Joan A Binstock Revocable Trust, which owns the reported securities. Ms. Binstock disclaims beneficial ownership of shares of common stock held by the Joan A Binstock Revocable Trust, except to the extent of her pecuniary interest therein.

	/s/ Orit Mizrachi, by power of attorney	08/13/2025
	** 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 insider transaction was reported for MSDL?

The Form 4 reports that Joan A. Binstock purchased 5,659 shares of MSDL common stock on 08/11/2025 at $17.685 per share.

How many MSDL shares does Joan Binstock beneficially own after the transaction?

The filing shows 39,251 shares reported as beneficially owned following the reported transaction.

Are the shares held directly by Joan Binstock?

No. The shares are reported as held indirectly by the Joan A Binstock Revocable Trust, and Ms. Binstock disclaims beneficial ownership except for her pecuniary interest.

What was the transaction price per share reported on the Form 4 for MSDL?

The reported purchase price was $17.685 per share.

What role does Joan Binstock have at Morgan Stanley Direct Lending Fund (MSDL)?

The Form 4 identifies Joan A. Binstock as a director of MSDL.