UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December 20~~June 9, ~~2024~~2025

T Series Middle Market Loan Fund LLC

(Exact name of registrant as specified in its charter)

Delaware

814-01453

27-0279273

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1585 Broadway

New York, NY

10036

(Address of principal executive offices)

(Zip Code)

1 (212) 761-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5 1.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~December~~June 209, ~~2024~~2025, ~~the~~T ~~Board~~Series ofFinancing ~~Directors~~SPV ~~(the~~LLC (“~~Board~~T Series SPV LLC”), a wholly owned subsidiary of T Series Middle Market Loan Fund LLC, (the “Company”), ~~appointed~~the ~~Michael~~Company ~~Occi~~and Barclays Bank PLC (“Barclays”), ~~age~~among 40others, asentered ~~President~~into an amendment and restatement (the “Third Amended Credit and Security Agreement”) of that certain Second Amended and Restated Credit and Security Agreement, initially dated as of December 5, 2023, with T Series SPV LLC, as the borrower, the lenders party thereto (the “Lenders”), Barclays, as the administrative agent for the Lenders, the Company, ~~effective~~as the servicer and retention provider, and State Street Bank & Trust Company, as collateral administrator, collateral agent and securities intermediary (as amended, the “Barclays Funding Facility”). Pursuant to the Third Amended Credit and Security Agreement (among other changes), (i) the final maturity date of ~~January~~the Barclays Funding Facility was extended to June 19, ~~2025~~2035 or, after June 9, 2030, an earlier date selected by Barclays as administrative agent in its sole discretion so long as, on such earlier date, the T Series SPV LLC has sufficient cash to repay all outstanding advances, accrued interest and accrued fees payable to the Lenders as of such date; (ii) the reinvestment period of the Barclays Funding Facility was extended to June 9, 2028; and (iii) the spread over SOFR with respect to loans under the Barclays Funding Facility was amended to reflect a spread of 1.90% per annum. The other material terms of the Barclays Funding Facility remain unchanged.

~~Jeffrey~~The S.description ~~Levin,~~above ~~who~~is ~~has~~only ~~served~~a assummary of the ~~Company’s~~material ~~President~~provisions ~~since~~of ~~2019,~~the ~~will~~Third ~~relinquish~~Amended ~~such~~Credit ~~position~~and ~~effective~~Security ~~upon~~Agreement ~~Mr. Occi’s~~and ~~appointment.~~is ~~Mr. Levin~~qualified ~~will~~in ~~continue~~its entirety by reference to ~~serve~~the ascopy of the ~~Company’s~~Third ~~Chief~~Amended ~~Executive~~Credit ~~Officer~~and Security Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.

~~Michael~~Item Occi was also appointed as the President for each of Morgan Stanley Direct Lending Fund, North Haven Private Income Fund LLC, North Haven Private Income Fund A LLC, LGAM Private Credit LLC, and SL Investment Fund II LLC, each a business development company that has the same investment adviser as the Company, effective as of January 1, 20252.03 ~~Prior~~Creation ~~to his appointment as President, Mr. Occi also served as Chief Administrative Officer~~ of ~~the Company since January 2023 and will relinquish such position effective upon his appointment as President. Mr. Occi has been~~ a ~~Managing~~Direct ~~Director of Morgan Stanley Investment Management since April 2022. Mr. Occi joined Morgan Stanley in 2006. Prior to joining Morgan Stanley Investment Management, Mr. Occi served as Head of~~ Financial ~~Institutions~~Obligation ~~Equity~~or ~~Capital~~an ~~Markets~~Obligation ~~between~~under ~~May 2019~~an ~~and~~Off-Balance ~~April 2022.~~Sheet ~~Previously,~~Arrangement ~~Mr. Occi held a variety~~ of other roles within Equity Capital Markets as well as in the financial institutions coverage area in Fixed Income Capital Markets and in the Investment Banking Division. Mr. Occi graduated magna cum laude from Georgetown University, with a ~~BA in Finance and Accounting~~Registrant.

~~Mr. Occi~~The ~~has~~information noset ~~family~~forth relationships with any current director, executive officer, or person nominated to become a director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in ~~which~~Item Mr1. ~~Occi~~01 ~~has,~~is orincorporated ~~will~~by ~~have,~~reference ainto ~~material~~this ~~interest that are subject to disclosure under~~ Item ~~404(a) of Regulation S-K~~2.03.

Item 9.01

Financial Statements and Exhibits.

Exhibits


10.1*		Third Amended and Restated Credit and Security Agreement, dated as of June 9, 2025, among T Series Financing SPV, L.L.C., the Lenders Party thereto, State Street Bank and Trust Company, as Collateral Administrator, Collateral Agent Securities Intermediary, Barclays Bank Plc., as Administrative Agent, and T Series Middle Market Loan Fund LLC, as Servicer.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request.

SIGNATURE

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.

Dated: December 27, 2024

T SERIES MIDDLE MARKET LOAN FUND LLC By: /s/ Orit Mizrachi Orit Mizrachi Chief Operating Officer

Dated: June 12, 2025

T Series Middle Market Loan Fund LLC

/s/ David Pessah

David Pessah

Chief Financial Officer

Filing Compare · T Series Middle Market Loan Fund LLC