Members' Capital

9 Months Ended

Sep. 30, 2025

8. MEMBERS’ CAPITAL

Capital Drawdowns

The Company did not issue a capital drawdown for the nine months ended September 30, 2025.

The following table summarizes the total Units issued and proceeds related to capital drawdowns during the nine months ended September 30, 2024:


Unit Issue Date	Units Issued		Proceeds Received
For the Nine Months Ended September 30, 2024
May 24, 2024		1,134,153	$	22,500
June 17, 2024		1,878,400		37,500
July 5, 2024		1,863,521		37,500
August 15, 2024		3,756,273		75,000
Total capital drawdowns		8,632,347	$	172,500

Distributions

The Company has a voluntary distribution reinvestment plan (the "DRIP") that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors unless a Unitholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the Unitholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested by the plan administrator, as agent for the Unitholders in administering the DRIP, in additional Units of the same class of Units, rather than receiving the cash distribution. Participation in the DRIP is completely voluntary. The company will use newly issued Units to implement the DRIP. The number of Units to be issued to a Unitholder is determined by dividing the total dollar amount of the distribution payable to such Unitholder, net of any applicable withholding tax, by the then-current NAV per Unit. For purposes of this calculation, the NAV per Unit may be based on the NAV per Unit calculated at the end of the most recent calendar month prior to the date of the applicable distribution, subject to adjustments for material changes and to the limitations of the Investment Company Act. The Company may terminate the DRIP upon notice in writing to each participant at least 60 days prior to any record date for the payment of any distribution by the Company. The Initial Member has opted out of the DRIP.

The following table summarizes the distributions declared on the Units and Units distributed pursuant to the DRIP to Unitholders who had not opted out of the DRIP:


Date Declared	Record Date	Payment Date	Amount Per Unit			Units
For the Nine Months Ended September 30, 2025
February 26, 2025	April 2, 2025	April 30, 2025	$	0.48	(1)		489,194
May 7, 2025	July 2,2025	July 29, 2025	$	0.46			481,232
August 6, 2025	October 2, 2025	October 30, 2025	$	0.47			496,376
For the Nine Months Ended September 30, 2024
February 27, 2024	April 2, 2024	April 29, 2024	$	0.43	(2)		190,814
May 1, 2024	July 2, 2024	July 30, 2024	$	0.35			211,833
August 7, 2024	October 2, 2024	November 1, 2024	$	0.39			347,366

(1)

$0.04 is considered a capital gain distribution.

(2)

$0.05 is considered a capital gain distribution.

Phillip Street Middle Market Lending Fund LLC 10-Q