Phillip Street Middle Market Lending Fund LLC 8-K

What Happened
Phillip Street Middle Market Lending Fund LLC announced a private issuance of approximately 2.6 million common units for an aggregate offering price of about $52.5 million. The company delivered a capital drawdown notice to investors on January 2, 2026, and the sale is expected to close on or around January 16, 2026. The units are being sold under existing subscription agreements that require investors to fund drawdowns up to their capital commitments, with at least ten business days’ prior notice.

Key Details

• Approx. 2.6 million Common Units; aggregate proceeds ≈ $52.5 million.
• Capital drawdown notice delivered January 2, 2026; expected close on or about January 16, 2026.
• Offered under subscription agreements; investors fund drawdowns up to committed amounts (minimum 10 business days’ notice).
• Issuance exempt from SEC registration under Section 4(a)(2) and Regulation D or Regulation S; purchasers represented they are accredited investors or non‑U.S. persons; no general solicitation.

Why It Matters
This private sale will raise approximately $52.5 million of capital for the company and will increase the number of Common Units outstanding. Existing unitholders’ percentage ownership could be reduced unless they participate in the offering. Because the sale is a private placement to accredited or non‑U.S. investors (no public solicitation), liquidity and transfer restrictions typical of private placements will apply. Investors should monitor future filings for use of proceeds and any changes to distributions or unit counts.