Morgan Stanley Direct Lending Fund 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (dollar amounts in thousands, except per share amounts) Market Information Until the completion of an Exchange Listing, if any, our outstanding shares of Common Stock will be offered and sold in private offerings exempt from registration under the Securities Act under Section 4(a)(2) and Regulation D. There is no public market for shares of our Common Stock currently, nor can we give any assurance that one will develop. Because shares of Common Stock are being acquired by investors in one or more transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Shares of our Common Stock may not be sold, transferred, assigned, pledged or otherwise disposed of unless (1) our consent is granted, and (2) the shares of Common Stock are registered under applicable securities laws or specifically exempted from registration (in which case the stockholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in the shares of Common Stock until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of shares of Common Stock may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the shares of Common Stock and to execute such other instruments or certifications as are reasonably required by us. Holders As of March 9, 2023, we had 6,510 stockholders of record. Distribution Policy To the extent that we have income available, we intend to make quarterly distributions to our stockholders. We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC tax status, we intend to distribute at least 90% of our ICTI (as defined by the Code, which generally includes net ordinary income and net short-term taxable gains) to our stockholders in respect of each taxable year and to distribute net capital gains (that is, net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions as well as satisfy other applicable requirements under the Code. See “ Item 1. Business—Certain Material U.S. Federal Income Tax Considerations .” We cannot assure you that we will achieve results that will permit us to pay any cash distributions, and we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act. Dividend Reinvestment Plan We have adopted an “opt in” DRIP, which became effective prior to the filing of our election to be regulated as a BDC. As a result of adopting the plan, if our Board of Directors authorizes, and we declare, a cash dividend or distribution, our stockholders may elect to “opt in” to our DRIP and have their cash dividends or distributions automatically reinvested in additional shares of our Common Stock, rather than receiving cash. Stockholders who do not make such an election will receive their distributions in cash. A registered stockholder may elect to “opt in” to the DRIP by notifying the plan administrator and our transfer agent and registrar in writing so that such notice is received by the plan administrator no later than 10 days prior to the record date for distributions to stockholders. The plan administrator will set up an account for each stockholder to acquire shares of Common Stock in non-certificated form through the plan if such stockholders have elected to receive their distributions in shares of Common Stock. Those stockholders who hold shares of Common Stock through a broker or other financial intermediary may opt in to receive distributions in shares of Common Stock by notifying their broker or other financial intermediary of their election. Prior to an Exchange Listing, we will use newly issued shares of Common Stock to implement the DRIP, with such shares to be issued at a per-share price as determined by our Board of Directors (including any committee thereof), which price will be determined prior to the issuance of shares of Common Stock and in accordance with the limitations under Section 23 of the 1940 Act. The number of shares of Common Stock to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the price per share of Common Stock. The number of shares to be outstanding after giving effect to payment of a distribution cannot be established until the value per share at which additional shares of Common Stock will be issued has been determined and the elections of our stockholders have been tabulated. There will be no brokerage or other charges to stockholders who participate in the plan. The DRIP administrator’s fees under the plan will be paid by us. Following an Exchange Listing, if a participant elects to sell part or all of his, her or its shares of Common Stock held by the plan administrator and have the proceeds remitted to the participant, such request must first be submitted to the participant’s broker, who will coordinate with the plan administrator and is authorized to deduct a per-share brokerage commission from the sale proceeds. 65 Table of Contents Stockholders who elect to receive distributions in the form of shares of Common Stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who receive their distributions in cash. However, since a participating stockholder’s cash dividends would be reinvested in shares, such stockholder will not receive cash with which to pay applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of shares of Common Stock received in a distribution from us will generally be equal to the cash that would have been received if the stockholder had received the distribution in cash. Any shares of Common Stock received in a distribution will have a new holding period for tax purposes commencing on the day following the day on which such shares are credited to the U.S. holder’s account. We may terminate the DRIP upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any distribution by us. The following table summarizes our distributions declared and payable for the year ended December 31, 2022: Date Declared Record Date Payment Date Per Share Amount Total Amount March 25, 2022 March 25, 2022 April 27, 2022 $ 0.48 $ 27,455 June 24, 2022 June 24, 2022 July 27, 2022 0.47 28,601 September 26, 2022 September 28, 2022 October 19, 2022 0.47 30,611 December 20, 2022 December 20, 2022 January 25, 2023 0.50 32,770 Total Distributions $ 1.92 $ 119,437 Pursuant to our DRIP, the following table summarizes the amounts received and shares issued to stockholders who have “opted in” to the DRIP during the year ended December 31, 2022: Payment Date DRIP Shares Value DRIP Shares Issued January 25, 2022 $ 7,540 358,891 April 27, 2022 6,964 332,212 July 27, 2022 7,614 372,338 October 19, 2022 8,204 408,126 Total $ 30,322 1,471,567 The following table summarizes our distributions declared and payable for the year ended December 31, 2021: Date Declared Record Date Payment Date Per Share Amount Total Amount March 18, 2021 March 18, 2021 April 22, 2021 $ 0.45 $ 8,570 June 23, 2021 June 23, 2021 July 22, 2021 0.49 13,974 September 23, 2021 September 23, 2021 October 27, 2021 0.56 20,080 December 21, 2021 December 21, 2021 January 25, 2022 0.57 (1) 29,691 Total Distributions $ 2.07 $ 72,315 (1) Includes a special distribution of $0.11 per share. Pursuant to our DRIP, the following table summarizes the amounts received and shares issued to stockholders who have “opted in” to the DRIP during the year ended December 31, 2021: Payment Date DRIP Shares Value DRIP Shares Issued January 27, 2021 $ 2,462 121,484 April 22, 2021 2,276 110,191 July 22, 2021 3,733 178,345 October 27, 2021 5,101 242,789 Total $ 13,572 652,809 Recent Sales of Unregistered Securities and Use of Proceeds Except as previously reported by the Company on its Current Reports on Form 8-K, we did not sell any securities during the period covered by this Form 10-K that were not registered under the Securities Act. Item 6. [Reserved] 66 Table of Contents