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): ~~January~~March 163, 2026

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)	(I.R.S. 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:

☐	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 17.01 - ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

~~On January 16, 2026,~~ Phillip Street Middle Market Lending ~~Investments LLC (“SPV”), an indirectly wholly owned subsidiary of Phillip Street Middle Market Lending~~ Fund LLC (the “Company”) ~~entered~~is ~~into~~furnishing athe ~~fifth~~following ~~amendment~~additional ~~(the~~information ~~“Amendment”)~~regarding to its ~~secured~~investment ~~credit~~portfolio: facility, dated as of February 10, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, including by the Amendment, the “Ally Credit Facility”) by and among the Company, as collateral manager and transferor, Phillip Street Middle Market Lending Investment Holdings LLC, as equityholder, the SPV, as borrower, each of the lenders from time to time party thereto (the “Lenders”), Ally Bank, as administrative agent, arranger and swingline lender, and State Street Bank and Trust Company, as collateral custodian. The Amendment, among other things, increases the Facility Amount to $750,000,000, and amends certain components of the Borrowing Base, resulting in an increase to the Borrowing Base. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Amendment.

~~The~~Loans ~~foregoing~~underwritten ~~description~~by isthe ~~only~~Company abased ~~summary~~on the portfolio company’s annualized recurring revenue rather than its EBITDA represented 1.9% of the ~~material~~Company’s ~~provisions~~total portfolio at fair value as of December 31, 2025. Additionally, the ~~Amendment~~Company’s ~~and~~portfolio iscontains ~~qualified~~investments with payment-in-kind ~~its~~(“PIK”) ~~entirety~~terms, where borrowers pay accrued interest not with cash, but by ~~reference~~adding the accrued interest to the principal balance of the loan. Investments with PIK may be a ~~copy~~proactive financing strategy structured into the loan agreement from the outset or it may be introduced as a loan modification or amendment after the initial agreement. During the fourth quarter of 2025, 2.3% of the ~~Amendment~~Company’s total investment income was derived from investments with PIK terms, of which is0.3% ~~filed~~of asthe ~~Exhibit~~Company’s ~~10.1~~total toinvestment ~~this~~income ~~Current~~was ~~Report~~from onPIK ~~Form~~that ~~8-K~~was ~~and~~introduced ~~incorporated~~as bya ~~reference~~loan ~~herein~~modification or amendment after the initial agreement.

The information disclosed under this Item 2 7.0301 -is ~~Creation~~being “furnished” and shall not be deemed “filed” by the Company for purposes of aSection 18 ~~Direct~~of ~~Financial~~the ~~Obligation~~Securities Exchange Act of 1934, as amended (the “Exchange Act”), or anotherwise ~~Obligation~~subject ~~under~~to anthe ~~Off-Balance~~liabilities ~~Sheet~~of ~~Arrangement~~that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of a1933, ~~Registrant~~as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
10.1*		Amendment No. 5 to Loan, Security and Collateral Management Agreement, dated as of January 16, 2026, by and among Phillip Street Middle Market Lending Fund LLC, as collateral manager, Phillip Street Middle Market Lending Investments LLC, as borrower, each of the lenders party thereto, Ally Bank, as administrative agent, arranger and swingline lender, and State Street Bank and Trust Company, as collateral custodian.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits, schedules, and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibits, schedules, and annexes 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.

	Phillip Street Middle Market Lending Fund LLC	~~Phillip Street Middle Market Lending Fund LLC~~
	(Registrant)	~~(Registrant)~~
Date: January 22, 2026		By:	/s/ Vivek Bantwal
Date: March 3, 2026	By:	/s/ Vivek Bantwal
	Name:	~~Name:~~Vivek Bantwal	~~Vivek Bantwal~~
	Title:	~~Title:~~Co-Chief Executive Officer	~~Co-Chief Executive Officer~~
	By:	~~By:~~/s/ David Miller	~~/s/ David Miller~~
	Name:	~~Name:~~David Miller	~~David Miller~~
	Title:	~~Title:~~Co-Chief Executive Officer	~~Co-Chief Executive Officer~~

Filing Compare · Phillip Street Middle Market Lending Fund LLC