# Morgan Stanley Direct Lending Fund: Form 10-Q for the period ended Jun 30, 2026

- Company: [Morgan Stanley Direct Lending Fund](/companies/msdl.md) (CIK 1782524)
- Form: 10-Q
- Filed: 2026-08-06
- Accepted by EDGAR: Aug 6, 2026, 16:04 ET
- Period: 2026-06-30
- Accession: 0001193125-26-337915
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1782524/000119312526337915/msdl-20260630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1782524/000119312526337915/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Interest expense | 3 months, 2026-04-01 to 2026-06-30 | $32.0m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2026-01-01 to 2026-06-30 | $62.7m | us-gaap:InterestExpense |
| Net income | 3 months, 2026-04-01 to 2026-06-30 | $7.9m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2026-01-01 to 2026-06-30 | $3.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-04-01 to 2026-06-30 | $0.09 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2026-01-01 to 2026-06-30 | $0.04 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-04-01 to 2026-06-30 | $0.09 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2026-01-01 to 2026-06-30 | $0.04 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-04-01 to 2026-06-30 | 84,754,809 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2026-01-01 to 2026-06-30 | 85,262,160 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2026-01-01 to 2026-06-30 | $190.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2026-01-01 to 2026-06-30 | $81.5m | us-gaap:PaymentsOfDividends |
| Share repurchases | 6 months, 2026-01-01 to 2026-06-30 | $27.2m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2026-06-30 | $65.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2026-06-30 | $3.71bn | us-gaap:Assets |
| Total liabilities | at 2026-06-30 | $2.06bn | us-gaap:Liabilities |
| Long-term debt | at 2026-06-30 | $1.98bn | us-gaap:LongTermDebt |
| Shareholders' equity | at 2026-06-30 | $1.65bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 2,269 characters.

### Sales of Unregistered Securities

Refer to “Part I, Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets” in this Report.

### Issuer Purchases of Equity Securities

In January 2024, our Board approved a share repurchase program to acquire up to $100 million in the aggregate of our Common Stock at prices below our net asset value per share over a specified period, in accordance with all applicable laws and regulations.

In February 2025, our Board approved an amended share repurchase program to acquire up to $100 million in the aggregate of our Common Stock at prices below our net asset value per share over a specified period, in accordance with all applicable securities laws and regulations.

On February 26, 2026, our Board approved the February 2026 Share Repurchase Program under which we can repurchase up to $100 million in the aggregate of our Common Stock at prices below the net asset value per share over a 24-month period, in accordance with all applicable securities laws and regulations. The February 2026 Share Repurchase Program is discretionary, and whether purchases will be made under the February 2026 Share Repurchase Program and how much will be purchased at any time is uncertain and dependent on prevailing market prices and trading volumes, all of which we cannot predict.

The following table summarizes the shares repurchased under our share repurchase program during the six months ended June 30, 2026:

| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) |
| --- | ---: | ---: | ---: | ---: |
| January 1 - January 31, 2026 | 358,300 | $16.47 | 358,300 | $52.1 |
| February 1 - February 28, 2026 | 308,900 | 15.55 | 308,900 | 47.6 |
| March 1 - March 31, 2026 | 273,287 | 14.64 | 273,287 | 96.0 |
| April 1 - April 30, 2026 | 460,500 | 14.82 | 460,500 | 88.8 |
| May 1 - May 31, 2026 | 370,986 | 15.33 | 370,986 | 83.5 |
| June 1 - June 30, 2026 | — | — | — | 83.5 |
| **Total Repurchases** | 1,771,973 |  | 1,771,973 |  |

\*Shares repurchased under the February 2026 Share Repurchase Program

## Market risk

As filed, 5,657 characters.

We are subject to financial market risks, including valuation risk, market risk and interest rate risk.

### Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants. Most of our investments will not have a readily available market price. To ensure accurate valuations, our investments are valued at fair value in good faith by the Board based on the input of the Investment Adviser, including our Valuation Designee, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board of Directors, or Valuation Designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

### Market Risk

The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, international conflicts, trade policies and tariffs, government shutdowns, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company’s investments and net asset value and can lead to increased market volatility. *See “Part I, Item 1A. Risk Factors—General Risk Factors—We are operating in a period of capital markets volatility and economic uncertainty. These market conditions, when they occur, have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.” and — "Part I, Item 1A. Risk Factors — General Risk Factors — Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition”* of our most recent Annual Report on Form 10-K.

### Interest Rate Risk

We are subject to financial market risks and, most significantly, changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of June 30, 2026, approximately 99.6% of our debt investments bore floating interest rates. Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2026, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments, assuming no changes in our investments and borrowing structure as of June 30, 2026) (dollar amounts in thousands):

| Basis Point Change - Interest Rates | Interest Income | Interest Expense(1) | Net Income |
| --- | ---: | ---: | ---: |
| Up 300 basis points | $102,299 | $(38,000) | $64,299 |
| Up 200 basis points | $68,200 | $(25,334) | $42,866 |
| Up 100 basis points | $34,100 | $(12,667) | $21,433 |
| Up 25 basis points | $8,525 | $(3,167) | $5,358 |
| Down 25 basis points | $(8,525) | $3,167 | $(5,358) |
| Down 100 basis points | $(34,100) | $12,667 | $(21,433) |
| Down 200 basis points | $(68,163) | $25,334 | $(42,830) |
| Down 300 basis points | $(98,022) | $38,000 | $(60,021) |

(1) Includes the impact of our interest rate swaps as a result of interest rate changes.

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies.

## Controls and procedures

As filed, 1,199 characters.

### Evaluation of Disclosure Controls and Procedures

As of June 30, 2026 (the end of the period covered by this Report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer) have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

### Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred for the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 686 characters.

*In addition to the other information set forth in this Report, you should carefully consider the risk factors disclosed below and previously disclosed under Item 1A of our Annual Report on Form 10-K and under Item 1A in our quarterly report on Form 10-Q for the quarter ended March 31, 2026, which could materially affect our business, financial condition and/or operating results. The risks disclosed below and in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and/or operating results.*

Filed Aug 6, 2026.
Source: SEC EDGAR, the filing index for accession 0001193125-26-337915. Last ingested by Listed: Nov 5, 2026, 18:52 ET. No prices; not investment advice.