UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of December 3, 2025, the Board of Directors of Phillip Street Middle Market Lending Fund LLC (the “Company”) adopted and approved the Company’s Second Amended and Restated Limited Liability Company Agreement (the “Second A&R LLC Agreement”). The Second A&R LLC Agreement amends and restates in its entirety the Company’s Amended and Restated Limited Liability Company Agreement, dated as of October 19, 2022 (the “Existing LLC Agreement”), to, among other things: (i) update the investment guidelines; (ii) extend the commitment period past the third anniversary of the initial drawdown date indefinitely, and provide members holding a majority-in-interest of the interests in the Company the ability to end the commitment period at any time upon sixty days’ written notice; and (iii) update the schedule of officers.
The description above is only a summary of the material provisions of the amendments to the Existing LLC Agreement reflected in the Second A&R LLC Agreement and is qualified in its entirety by reference to the Second A&R LLC Agreement filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Second Amended and Restated Limited Liability Company Agreement of Phillip Street Middle Market Lending Fund LLC, dated December 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Phillip Street Middle Market Lending Fund LLC | ||||||
| (Registrant) | ||||||
| Date: December 5, 2025 | By: | /s/ Vivek Bantwal | ||||
| Name: | Vivek Bantwal | |||||
| Title: | Co-Chief Executive Officer | |||||
| By: | /s/ David Miller | |||||
| Name: | David Miller | |||||
| Title: | Co-Chief Executive Officer | |||||