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 3 8, 2025

Phillip Street Middle Market Lending Fund LLC

(Exact name of registrant as specified in its charter)

Delaware	814-01579	92-0758632
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


200 West Street, New York, New York		10282
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 655-4419

Not Applicable

(Former name or 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 ~~(see General Instruction A.2. below)~~:

☐	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

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

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 53.0302 –- ~~Amendments~~Unregistered toSales ~~Articles~~ of ~~Incorporation~~Equity ~~or Bylaws; Change in Fiscal Year~~Securities.

~~Effective~~On ~~as of~~ December 38, 2025, ~~the Board of Directors of~~ Phillip Street Middle Market Lending Fund LLC (the “Company”) ~~adopted~~delivered ~~and~~a ~~approved~~capital ~~the~~drawdown ~~Company’s~~notice ~~Second~~to ~~Amended~~investors ~~and~~relating ~~Restated Limited~~to ~~Liability Company Agreement (~~the ~~“Second~~sale ~~A&R LLC Agreement”)~~of 1,860,119.048 ~~The~~common ~~Second~~units ~~A&R~~of ~~LLC Agreement amends and restates in its entirety~~ the Company’s ~~Amended~~limited ~~and~~liability ~~Restated Limited~~company ~~Liability~~interests ~~Company Agreement, dated as of October 19, 2022~~ (the “~~Existing~~Common ~~LLC Agreement~~Units”), ~~to,~~for ~~among~~an ~~other~~aggregate ~~things:~~offering ~~(i) update~~price ~~the~~of ~~investment guidelines; (ii)~~$37.5 ~~extend~~million. ~~the~~The ~~commitment~~sale ~~period~~closed ~~past~~on ~~the third anniversary of the initial drawdown date indefinitely~~December 22, 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 officers2025.

The ~~description~~sale ~~above~~of Common Units is ~~only~~being amade ~~summary~~pursuant ofto ~~the~~subscription ~~material~~agreements ~~provisions~~entered ofinto by the ~~amendments~~Company toand ~~the~~its ~~Existing~~investors. ~~LLC Agreement~~Under ~~reflected~~the interms of the ~~Second~~subscription ~~A&R LLC Agreement~~agreements, ~~and~~investors isare ~~qualified~~required into ~~its~~fund ~~entirety~~drawdowns byto ~~reference~~purchase Common Units up to the ~~Second~~amount ~~A&R LLC Agreement~~of ~~filed~~their respective capital commitments on an as-needed ~~Exhibit~~basis ~~3.1~~with toa ~~this~~minimum ~~Current~~of ~~Report~~ten onbusiness ~~Form 8-K~~days’ prior notice to investors.

~~Item 9~~The issuance and sale of the Common Units are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, and Regulation D or Regulation S thereunder, as applicable.01 -Each ~~Financial~~purchaser ~~Statements~~of Common Units was required to represent that it is (i) either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of the Common Units sold outside the United States, not a “U.S. person” in accordance with Regulation S under the Securities Act and ~~Exhibits~~(ii) acquiring the Common Units for investment and not with a view to resell or distribute. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with the issuance and sale of its Common Units described in this report.

(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
	PHILLIP STREET MIDDLE MARKET LENDING FUND LLC
	(Registrant)
Date: December 5, 2025	By:	/s/ Vivek Bantwal
Date: December 30, 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

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