UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): July 1115, 2025

Goldman Sachs Middle Market Lending Corp. II

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	814-01461	87-3643363
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

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

(Registrant’s telephone number, including area code)

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 ~~TradingSymbol~~Trading Symbol(s) Name of each ~~exchangeon~~exchange 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 1 5.~~01.~~02 ~~Entry~~– ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

~~Merger~~On ~~Agreement~~July 15, 2025, Alex Chi notified Goldman Sachs Middle Market Lending Corp. II (the “Company”) of his intention to resign from his position as Co-Chief Executive Officer and Co-President of the Company. Mr. Chi will cease serving as the Company’s principal executive officer, Co-Chief Executive Officer and Co-President, effective on or about August 7, 2025, or such earlier date as the Company’s board of directors may determine. Mr. Chi’s resignation is not the result of any disagreement with the Company. To assist in an orderly transition, Mr. Chi will continue serving in his current role during the transition period.

On July 1118, 2025, ~~Goldman~~the ~~Sachs~~board ~~Middle~~of ~~Market~~directors ~~Lending~~of ~~Corp. II, a Delaware corporation (~~the “Company” orappointed ~~“MMLC~~Vivek ~~II”)~~Bantwal, ~~entered~~age ~~into~~48, anas ~~Agreement~~Co-Chief ~~and~~Executive ~~Plan of Merger (the “Merger Agreement”) with Goldman Sachs Private Credit Corp.~~Officer, aeffective ~~Delaware~~on ~~corporation~~or ~~(“GSCR”)~~about ~~and Goldman Sachs Asset Management~~August 7, ~~L.P.~~2025, aor ~~Delaware~~such ~~limited~~earlier ~~partnership~~date ~~and~~as the ~~investment~~Company’s ~~adviser~~board ~~to each~~ of ~~the~~directors ~~Company~~may ~~and~~determine. ~~GSCR (the “Adviser”)~~Mr. Bantwal ~~The~~was ~~Merger~~also ~~Agreement~~appointed ~~provides~~as ~~that, on~~ the ~~terms~~Company’s ~~and~~co-principal ~~subject~~executive toofficer, ~~the~~succeeding ~~conditions~~Mr. Chi. ~~set~~Mr. Bantwal ~~forth~~was inalso ~~the~~appointed ~~Merger Agreement, at the Effective Time (~~as ~~defined~~Co-Chief inExecutive ~~the~~Officer ~~Merger~~of ~~Agreement),~~Goldman ~~the~~Sachs ~~Company will merge with and into GSCR~~BDC, ~~with~~Inc. ~~GSCR continuing as the surviving company~~ (~~the~~ “~~Merger~~GSBD”)~~. The boards of directors of both the Company and GSCR~~, ~~including~~Silver ~~all~~Capital ofHoldings ~~their~~LLC ~~respective independent directors~~(“SCH”), inGoldman ~~each~~Sachs ~~case,~~Private onMiddle ~~the~~Market ~~recommendation~~Credit ofII aLLC ~~committee~~ (~~such company’s~~ “~~Special~~PMMC ~~Committee~~II”) ~~comprised solely of certain~~, ~~separate~~Phillip ~~independent~~Street ~~directors~~Middle ofMarket ~~the~~Lending ~~Company~~Fund orLLC ~~GSCR~~(“PSLF”), asGoldman ~~applicable,~~Sachs ~~have~~Private ~~approved~~Credit ~~the~~Corp. ~~Merger~~(“GSCR”) ~~Agreement~~ and ~~the~~West ~~transactions~~Bay ~~contemplated~~BDC byLLC ~~the~~(“West ~~Merger Agreement~~Bay”).

~~The~~Mr. Bantwal ~~Merger~~is ~~Agreement~~global ~~further~~co-head ~~provides~~of ~~that,~~Private atCredit ~~the~~within ~~Effective~~Goldman ~~Time~~Sachs Asset Management, ~~each~~L.P. ~~share~~(together ofwith ~~common~~The ~~stock~~Goldman Sachs Group, $0Inc.~~001~~, ~~par~~Goldman ~~value~~Sachs & ~~per~~Co. ~~share,~~LLC ofand ~~the~~their ~~Company~~subsidiaries ~~(“MMLC~~and IIaffiliates, ~~Common~~“Goldman ~~Stock~~Sachs”). ~~issued~~He ~~and~~joined ~~outstanding~~Goldman ~~immediately~~Sachs ~~prior~~in to1999, ~~the~~was ~~Effective~~named ~~Time,~~managing ~~except~~director ~~for~~in ~~shares~~2007, ifand ~~any,~~partner ~~owned~~in by2012. ~~the~~Mr. Bantwal ~~Company,~~serves ~~GSCR,~~as ora ~~any~~member of ~~their~~the ~~respective~~Private ~~consolidated~~Credit ~~subsidiaries~~Investment Committee, Asset Management Investment Grade Private Credit and ~~shares,~~Asset ifFinance ~~any~~Investment Committee, and the Firmwide Conduct Committee. He previously held bythe ~~any~~role ~~person~~of ~~who~~Global isHead ~~entitled~~of tothe ~~demand~~Financing (Group within Investment Banking and ~~properly~~co-chaired ~~demands)~~the ~~appraisal~~Firmwide ofCapital ~~such~~Committee. ~~shares~~Before that, ~~will~~he bewas ~~converted~~Chief ~~into~~Operating Officer of the ~~right~~Global toMarkets ~~receive,~~Division. Earlier in ~~cash~~his career, Mr. Bantwal co-headed the ~~quotient~~Americas ofCredit ~~(i) the~~Finance ~~closing~~Group, ~~MMLC~~where IIhe ~~net~~managed ~~asset~~the ~~value~~firm’s ~~(“NAV”)~~Leveraged ~~divided~~Finance byand ~~(ii)~~Structured Finance businesses. Mr. Bantwal also contributes to several organizations, including serving on the ~~number~~Undergraduate Executive Board of ~~shares~~the Wharton School at the University of ~~MMLC~~Pennsylvania, IIthe ~~Common~~Leadership ~~Stock~~Council ~~issued~~of the Mindich Child Health and ~~outstanding~~Development ~~immediately~~Institute ~~prior~~at toMount Sinai, and the ~~Effective~~board ~~Time~~of (the ~~“MMLC~~American IIIndia ~~Per~~Foundation. ~~Share~~Mr. Bantwal ~~Cash~~earned ~~Amount”)~~a BS in Economics from the Wharton School of the University of Pennsylvania.

~~Under~~David ~~the~~Miller ~~Merger~~will ~~Agreement,~~continue asserving ofin ahis ~~mutually~~role ~~agreed~~as ~~date~~Co-Chief noExecutive ~~earlier~~Officer ~~than~~of 48the ~~hours~~Company. ~~(excluding~~Mr. Miller ~~Sundays~~will ~~and~~also ~~holidays)~~continue ~~prior~~serving toin ~~the~~his ~~Effective~~role ~~Time~~as ~~(such~~Co-Chief ~~date,~~Executive ~~the~~Officer ~~“Determination~~of ~~Date”)~~GSBD, ~~the Adviser~~SCH, onPMMC ~~behalf~~II, ~~of the Company~~PSLF, ~~will deliver to~~ GSCR ~~the~~and ~~Adviser’s~~West ~~calculation~~Bay. ofEffective ~~the~~on ~~Company’s~~or ~~NAV~~about asAugust ~~of such date (such calculation~~7, ~~the “Closing MMLC II NAV”)~~2025, ~~which~~or ~~calculation~~such ~~shall~~earlier bedate ~~approved~~as by the Company’s board of directors ~~(the~~may ~~“MMLC II Board”)~~determine, ~~including the Special Committee~~Mr. Miller ~~The Adviser~~ will ~~calculate~~cease ~~NAV~~serving ~~using~~as ~~the policies, assumptions, methodologies and adjustments approved by the MMLC II Board for valuing the securities and other assets of the Company under Rule 2a~~Co-5President of the ~~Investment~~ Company, ~~Act~~GSBD, ~~of 1940~~SCH, asPMMC ~~amended. The parties have agreed to calculate the MMLC~~ II, ~~Per~~PSLF, ~~Share~~GSCR ~~Cash~~and ~~Amount~~West ~~based on such calculations~~Bay.

~~The~~On ~~Merger Agreement contains representations~~July 18, ~~warranties and covenants~~2025, ~~including,~~the ~~among~~board ~~others,~~of ~~covenants~~directors ~~relating~~of to the ~~operation~~Company ofappointed ~~each~~Tucker ofGreene, ~~GSCR’s~~age ~~and~~50, ~~the~~as ~~Company’s~~President ~~businesses~~of ~~during~~ the ~~period~~Company, ~~prior~~effective toon ~~the~~or ~~Effective~~about ~~Time.~~August ~~The~~7, ~~Company~~2025, ~~has~~or ~~agreed~~such toearlier ~~prepare~~date ~~and~~as ~~file~~the aCompany’s ~~proxy~~board ~~statement~~of ~~with~~directors ~~the~~may Udetermine.S Mr. Greene ~~Securities~~will ~~Exchange~~serve ~~and~~as ~~Commission~~President ~~(“SEC”)~~of ~~and~~the toCompany, ~~convene~~succeeding Alex Chi and ~~hold~~David aMiller. ~~stockholder~~Mr. Greene ~~meeting~~was ~~for~~also ~~the~~appointed ~~purpose~~as President of ~~obtaining~~GSBD, ~~the~~SCH, ~~approval~~PMMC ~~required~~II, ofPSLF, ~~the~~GSCR ~~Company’s~~and ~~stockholders~~West inBay. ~~connection~~Mr. Greene ~~with~~will ~~the~~also ~~Merger.~~continue ~~The~~serving ~~MMLC~~in IIhis ~~Board~~role ~~has~~as ~~recommended~~Chief ~~that~~Operating Officer of the Company’s ~~stockholders adopt~~ and ~~approve~~each ~~the~~of ~~Merger~~GSBD, ~~Agreement~~SCH, ~~and~~PMMC ~~the~~II, ~~transactions~~PSLF, ~~contemplated~~GSCR byand ~~the~~West ~~Merger Agreement~~Bay.

~~The~~Mr. Greene ~~Merger~~is ~~Agreement~~the ~~provides~~Chief ~~that~~Operating Officer of the Company ~~may~~and ~~not~~has ~~solicit~~served ~~proposals~~in ~~relating~~such tocapacity ~~alternative~~since ~~transactions~~June 2023. Mr. Greene is also the Chief Operating Officer of GSBD, orSCH, ~~subject~~PMMC toII, ~~certain exceptions~~PSLF, ~~enter~~GSCR ~~into~~and ~~discussions~~West orBay. ~~negotiations~~Mr. Greene orpreviously ~~provide~~served ~~information~~as ina ~~connection~~Vice ~~with~~President ~~any~~of ~~proposal~~the ~~for~~Company anfrom ~~alternative~~August ~~transaction.~~2022 ~~However~~to June 2023, ~~the~~and ~~MMLC~~also IIpreviously ~~Board~~served ~~may,~~as ~~subject~~a tovice ~~certain~~president ~~conditions~~of GSBD, ~~change~~SCH, ~~its~~PMMC ~~recommendation~~II, toPSLF ~~its~~and ~~stockholders~~GSCR. In addition, ~~terminate~~he ~~the~~is ~~Merger~~a ~~Agreement~~managing ~~and~~director ~~enter~~in ~~into~~Goldman anSachs ~~agreement~~Asset ~~with~~Management ~~respect~~Private toCredit. He is a ~~superior~~senior ~~alternative~~portfolio ~~proposal~~manager iffocused iton ~~determines~~fund inmanagement. ~~good~~Prior ~~faith,~~to ~~after~~his ~~consultation~~current ~~with~~role, ~~its~~Mr. Greene ~~outside~~was ~~legal~~a ~~counsel,~~senior originator and ~~with~~underwriter ~~respect~~in toGoldman ~~financial~~Sachs ~~matters,~~Asset ~~any~~Management ~~financial~~Private ~~advisor,~~Credit. ~~that~~Mr. Greene ~~the~~joined ~~failure~~Goldman toSachs ~~take~~in ~~such~~2004 ~~action~~in ~~would~~the beSpecialty ~~reasonably~~Lending ~~likely~~Group, toprimarily beinvesting afirm ~~breach~~capital ofin ~~the~~directly ~~fiduciary~~originated ~~duties~~middle ~~applicable~~market toloans. ~~the~~Prior ~~directors~~to ofjoining ~~the~~Goldman ~~Company~~Sachs, ~~under~~Mr. Greene ~~applicable~~worked ~~law~~at ~~(taking~~GE ~~into~~Capital, ~~account~~focusing ~~any~~on ~~changes~~underwriting toloans in the ~~Merger~~media ~~Agreement~~and ~~proposed~~telecommunications bysector. ~~GSCR)~~Mr. Greene was named managing director in 2021.

~~Consummation~~Neither ofMr. Bantwal ~~the~~nor ~~Merger,~~Mr. Greene ~~which~~have isany ~~currently~~family ~~anticipated~~relationships towith ~~occur~~any ~~during~~current ~~the~~director, ~~fourth~~executive ~~quarter of calendar year 2025~~officer, isor ~~subject~~person nominated to ~~conditions~~become ina ~~the~~director ~~Merger~~or ~~Agreement~~executive officer, ~~including among other things (1) requisite approval~~ of the Company~~’s stockholders~~, ~~(2) the~~and ~~absence~~there ofare ~~certain~~no ~~legal~~transactions ~~impediments~~or toproposed ~~the~~transactions, ~~consummation~~to ofwhich the ~~Merger~~Company oris ~~pending~~a ~~litigation~~party, ~~by any governmental entity challenging~~ or ~~seeking~~intended to ~~enjoin,~~be ~~restrain~~a orparty, ~~make~~in ~~illegal~~which ~~the~~Mr. Bantwal ~~Merger~~ or ~~the~~Mr. Greene ~~other transactions contemplated by the Merger Agreement~~have, ~~(3) subject~~or towill ~~certain exceptions~~have, ~~the~~a ~~accuracy~~material ofinterest ~~the~~subject ~~representations and warranties and compliance with the covenants of each party~~ to ~~the~~Item ~~Merger Agreement,~~ 404(4a) ~~the~~ ~~absence~~ of aRegulation ~~MMLC II Material Adverse Effect (as defined in the Merger Agreement) and (5) required regulatory approvals~~S-K.

The Merger Agreement also contains termination rights in favor of the Company and GSCR, including among other things: (i) if the Merger is not completed on or before March 24, 2026, or (ii) if the requisite approval of the Company’s stockholders is not obtained.

The description above is only a summary of the material provisions of the Merger Agreement and is qualified in its entirety by reference to a copy of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.

The representations and warranties and covenants set forth in the Merger Agreement have been made only for purposes of such agreement and were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures made for purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the parties to the Merger Agreement or their respective businesses.

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the SEC. Neither the Company nor GSCR undertakes any duty to revise or update any forward-looking statement made herein except as required by applicable law, including the rules and regulations of the SEC. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although neither the Company nor GSCR undertakes any duty to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that the Company may make directly to you or through reports that the Company in the future may file with the SEC, including without limitation, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Some of the statements in this Current Report on Form 8-K constitute forward-looking statements because they relate to future events, future performance or financial condition, or the Merger, along with the related proposal for which approval of the Company’s stockholders will be sought. In addition, words such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this Current Report on Form 8-K involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those contained in any forward-looking statements, including, among other things, risks and uncertainties associated with (i) the ability of the parties to consummate the Merger on the expected timeline, if at all; (ii) the failure of the Company’s stockholders to approve the proposal submitted for their approval; (iii) the ability to realize the anticipated benefits of the Merger; (iv) the effects of disruption on the business of the Company from the Merger and risks related to diverting management’s attention from ongoing business operations; (v) the combined company’s plans expectations, objectives and intentions, as a result of the Merger; (vi) any potential termination of the Merger Agreement or action of the Company’s stockholders with respect to the Merger; (vii) the possibility that competing offers or acquisition proposals will be made; (viii) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (ix) any operational uncertainties and contractual restrictions while the Merger is pending; (x) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (xi) disruptions in the capital markets, market conditions, and general economic uncertainty; (xii) changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of any pandemic or epidemic; (xiii) the impact on the Company’s and GSCR’s business of U.S. and international financial reform legislation, rules and regulations, including trade policy developments, tariffs and other trade restrictions; (xiv) uncertainty surrounding the financial and political

stability of the United States, the United Kingdom, the European Union and China, the war between Russia and Ukraine and conflict in the Middle East; (xv) our business prospects and the prospects of our portfolio companies; (xvi) the impact of investments that we expect to make and increased competition; (xvii) the dependence of our future success on the general economy and its impact on the industries in which we invest; (xviii) the ability of our current and prospective portfolio companies to achieve their objectives; (xix) the use of borrowed money to finance a portion of our investments; (xx) our ability to make distributions; (xxi) the adequacy of our cash resources and working capital; (xxii) the impact of future acquisitions and divestitures; (xxiii) our ability to maintain our status as a BDC; and (xxiv) our ability to maintain our status under Subchapter M of the Internal Revenue Code of 1986, as amended, as a regulated investment company (“RIC”) and our qualification for tax treatment as a RIC. Although neither the Company nor GSCR undertakes any obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they it make directly to you or through reports that the Company or GSCR in the future may file with the SEC, including, among other things, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on 8-K. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

Additional Information and Where to Find It

This communication relates to the proposed Merger involving the Company and GSCR, along with the related proposal for which MMLC II stockholder approval will be sought. In connection with the such proposal, the Company will file a proxy statement on Schedule 14A (the “Statement”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF THE COMPANY REGARDING THE PROPOSAL WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND THE PROPOSAL. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, http://www.sec.gov.

Participants in the Solicitation

The Company, its directors, certain of its executive officers and certain employees and officers of the Adviser and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Merger. Information about directors and executive officers of the Company is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 2, 2025. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company’s stockholders in connection with the Merger will be contained in the proxy statement described above when such document becomes available. This documents may be obtained free of charge from the SEC’s website at www.sec.gov.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1*		Agreement and Plan of Merger, dated July 11, 2025, by and among Goldman Sachs Private Credit Corp., Goldman Sachs Middle Market Lending Corp. II and Goldman Sachs Asset Management, L.P.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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.

	GOLDMAN SACHS MIDDLE MARKET LENDING CORP. (Registrant)
	GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II (Registrant)
Date: July 11, 2025	By:	/s/ Alex Chi
Date: July 21, 2025	By:	/s/ David Miller
	Name:	Alex Chi
	Title:	Co-Chief Executive Officer and Co-President
	By:	/s/ David Miller
	Name:	David Miller
	Title:	Co-Chief Executive Officer and Co-President

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