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): ~~November 14~~June 18, ~~2024~~2025

Goldman Sachs Middle Market Lending Corp. II

(Exact name of registrant as specified in ~~its~~ charter)

Delaware

814-01461

87-3643363

(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:

☐	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~~TradingSymbol(s) Name of each ~~exchange~~exchangeon on which registered None None 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 15.0107 – ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~November~~June 1418, ~~2024~~2025, Goldman Sachs Middle Market Lending Corp. II (the “Company”) ~~entered~~reconvened ~~into~~its aannual ~~fourth~~meeting ~~amendment~~of stockholders (the “~~Fourth~~Annual ~~Amendment~~Meeting”) ~~to the Revolving Credit Agreement~~, ~~dated~~which aswas oforiginally ~~November 26,~~convened ~~2021, by~~ and ~~among~~adjourned ~~the~~on ~~Company~~May 28, ~~as borrower, and Bank of America, N~~2025.~~A.,~~ asAt ~~administrative~~the ~~agent,~~Annual ~~lead arranger~~Meeting, ~~sole~~stockholders ~~bookrunner,~~considered ~~structuring~~two ~~agent,~~proposals ~~letter of credit issuer and a lender (~~as ~~amended~~described byin the ~~First~~Company’s ~~Amendment,~~proxy ~~dated~~statement ~~July 26,~~filed ~~2022,~~on ~~the Second Amendment, dated November~~April 142, ~~2022, and the Third Amendment, dated November 9, 2023, the “Agreement”), with an effective date of November 22, 2024~~2025. The ~~Fourth~~issued ~~Amendment (i) extends the Stated Maturity Date (as defined in the Agreement) by six months to May 22, 2025,~~ and ~~includes~~outstanding ~~one~~shares ~~committed~~of ~~extension~~stock ~~option~~of ~~that permits~~ the Company entitled to ~~further~~vote ~~extend~~at the ~~Stated~~Annual ~~Maturity~~Meeting ~~Date~~consisted toof ~~November 21~~23, ~~2025~~959,372 ~~subject~~shares ~~to the satisfaction~~ of ~~certain~~common ~~customary~~stock ~~conditions~~outstanding ~~and~~on ~~(ii) reduces~~ the ~~Maximum~~record ~~Commitment (as defined in the Agreement) from $95~~date,~~000,000~~ ~~to $30,000,000. The interest rate on obligations under the Agreement is (A)~~March ~~the prevailing Daily Simple SOFR~~31, Term SOFR for the applicable interest period or the applicable alternative currency rate, in each case, plus any applicable credit spread adjustment (which is zero for Daily Simple SOFR and one-month Term SOFR), plus 22025.~~85%~~ ~~per~~The ~~annum,~~final orresults ~~(B) an~~of ~~alternate base rate (~~the ~~greatest~~voting ofon ~~(i)~~ the ~~Prime~~matters ~~Rate~~submitted ~~plus~~to ~~1.85%~~stockholders ~~per~~at ~~annum, (ii)~~ the ~~Federal~~Annual ~~Funds~~Meeting ~~Rate~~are ~~plus~~set ~~0.50%~~forth ~~plus 1~~below.~~85%~~ ~~per annum, and (iii) Term SOFR with a one-month tenor plus 1.00%).~~

~~The~~Proposal ~~foregoing~~1: ~~description~~By isthe ~~only~~vote ashown ~~summary~~below, ofthe stockholders elected the ~~material~~nominees ~~provisions~~for ofdirectors. Each director will serve until the ~~Fourth~~2026 ~~Amendment~~annual meeting of stockholders and until his or her successor is ~~qualified~~duly inelected ~~its~~and ~~entirety~~qualified. The byelection ~~reference~~of toeach nominee required a ~~copy~~majority of the ~~Fourth~~votes ~~Amendment~~cast by all stockholders present, ~~which~~virtually isor ~~filed~~by asproxy, ~~Exhibit~~at 10the Annual Meeting.1 toUnder ~~this~~the ~~Current~~Company’s ~~Report~~bylaws, ona ~~Form~~majority ~~8-K~~of votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and ~~incorporated~~“broker bynon-votes” ~~reference~~not ~~herein~~counted as a vote cast either “for” or “against” that director’s election).

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


Name	Votes For		Votes Against		Abstentions		Broker Non-Votes
Karole Dill Barkley		6,327,895		231,865		324,476		5,296,694
Carlos E. Evans		6,317,041		234,117		333,078		5,296,964
Tracy Grooms		6,283,947		262,716		337,573		5,296,694
Timothy J. Leach		6,325,894		225,176		333,166		5,296,964
Richard A. Mark		6,325,915		207,712		350,609		5,296,694
Katherine (“Kaysie”) Uniacke		6,332,258		207,856		344,122		5,296,964

Proposal 2: The ~~information~~stockholders ~~set~~also ~~forth~~voted ~~under~~on ~~Item~~a 1proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.01 ~~above~~Approval isof ~~incorporated~~Proposal 2 required a majority of the votes cast by ~~reference~~all ~~into~~stockholders ~~this~~present, ~~Item~~virtually 2or by proxy, at the Annual Meeting.~~03.~~

Item 9.01 – Financial Statements and Exhibits.


Votes For	Votes Against	Abstentions
11,937,474	74,974	168,482

(d) Exhibits:

Exhibit Number		Description
10.1		Fourth Amendment to Revolving Credit Agreement, dated as of November 14, 2024, by and among the Company, as Borrower and Bank of America, N.A., as the Administrative Agent, Lead Arranger, Sole Bookrunner, Structuring Agent, Letter of Credit Issuer, and a Lender.
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~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Goldman Sachs Middle Market Lending Corp. II (Registrant)
		GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II (Registrant)
Date: November 18, 2024	By:	/s/ Alex Chi
Date: June 23, 2025		By:	/s/ Alex Chi
	Name:	Alex Chi
			Name: Alex Chi
	Title:	Co-Chief Executive Officer and Co-President
			Title: Co-Chief Executive Officer and Co-President
	~~By:~~	~~/s/ David Miller~~By:	/s/ David Miller
	Name:	David Miller
			Name: David Miller
	Title:	Co-Chief Executive Officer and Co-President
			Title: Co-Chief Executive Officer and Co-President

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