UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 814-01579

Phillip Street Middle Market Lending Fund LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	92-0758632
(State or Other Jurisdiction of Incorporation or Organization)	(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, Former Address and Former Fiscal Year, If Changed Since Last Report.

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	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:	☐	Accelerated filer:	☐	Non-accelerated filer:	☒	Smaller reporting company:	☐
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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

As of May 13, 2025, there were 21,218,251 limited liability company common units outstanding.

PHILLIP STREET MIDDLE MARKET LENDING FUND LLC

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025

	INDEX	PAGE
	Cautionary Statement Regarding Forward-Looking Statements	3
PART I.	FINANCIAL INFORMATION	4
ITEM 1.	Financial Statements (Unaudited)	4
	Consolidated Statements of Financial Condition	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Changes in Members' Capital	6
	Consolidated Statements of Cash Flows	7
	Consolidated Schedules of Investments	8
	Notes to the Consolidated Financial Statements	19
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	47
ITEM 4.	Controls and Procedures	47
PART II	OTHER INFORMATION	48
ITEM 1.	Legal Proceedings	48
ITEM 1A.	Risk Factors	48
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
ITEM 3.	Defaults Upon Senior Securities	48
ITEM 4.	Mine Safety Disclosures	48
ITEM 5	Other Information	48
ITEM 6.	Exhibits	48
SIGNATURES		50

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this quarterly report because we are an investment company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•our future operating results;

•disruptions in the capital markets, market conditions, and general economic uncertainty;

•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;

•United States trade policy developments, tariffs and other trade restrictions;

•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;

•our business prospects and the prospects of our portfolio companies;

•the impact of investments that we expect to make;

•the impact of increased competition;

•our contractual arrangements and relationships with third parties;

•the dependence of our future success on the general economy and its impact on the industries in which we invest;

•the ability of our current and prospective portfolio companies to achieve their objectives;

•the relative and absolute performance of Goldman Sachs Asset Management, L.P. (the “Investment Adviser”);

•the use of borrowed money to finance a portion of our investments;

•our ability to make distributions;

•the adequacy of our cash resources and working capital;

•changes in interest rates;

•the timing of cash flows, if any, from the operations of our portfolio companies;

•the impact of future acquisitions and divestitures;

•the effect of changes in tax laws and regulations and interpretations thereof;

•our ability to maintain our status as a BDC;

•our ability to maintain our status under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) as a regulated investment company (“RIC”) and our qualification for tax treatment as a RIC;

•actual and potential conflicts of interest with the Investment Adviser and its affiliates;

•the ability of the Investment Adviser to attract and retain highly talented professionals;

•the impact on our business from new or amended legislation or regulations;

•the availability of credit and/or our ability to access the equity and capital markets;

•currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•the impact of changing inflation and interest rates and the risk of recession on our portfolio companies;

•the effect of global climate change on our portfolio companies;

•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and

•the increased public scrutiny of and regulation related to corporate social responsibility.

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Phillip Street Middle Market Lending Fund LLC

Consolidated Statements of Financial Condition

(in thousands, except unit and per unit amounts)

	March 31,		December 31,
	2025 (Unaudited)		2024
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $666,575 and $593,640)	$	666,220	$	593,545
Non-controlled affiliated investments (cost of $11,368 and $10,902)		11,052		10,874
Total investments, at fair value (cost of $677,943 and $604,542)	$	677,272	$	604,419
Investments in affiliated money market fund (cost of $15,569 and $9,229)		15,569		9,229
Cash		15,554		11,353
Interest and dividends receivable		4,525		4,261
Deferred financing costs		5,538		5,816
Other assets		104		2,648
Total assets	$	718,562	$	637,726
Liabilities
Debt	$	291,100	$	220,100
Interest and other debt expenses payable		4,727		3,737
Management fees payable		1,333		1,245
Professional fees payable		246		192
Incentive fees payable		723		676
Distribution payable		—		9,123
Accrued expenses and other liabilities		446		419
Total liabilities	$	298,575	$	235,492
Commitments and contingencies (Note 7)
Members' capital
Preferred units (no units issued and outstanding)	$	—	$	—
Common units (20,729,057 and 20,272,339 units issued and outstanding as of March 31, 2025 and December 31, 2024)		410,892		401,831
Distributable earnings (loss)		9,095		403
Total members' capital	$	419,987	$	402,234
Total liabilities and members' capital	$	718,562	$	637,726
Net asset value per unit	$	20.26	$	19.84

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

Phillip Street Middle Market Lending Fund LLC

Consolidated Statements of Operations

(in thousands, except unit and per unit amounts)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2025			March 31, 2024
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	16,014		$	6,041
Other income		295			123
From non-controlled affiliated investments:
Interest income		258			—
Dividend income		161			94
Other income		3			—
Total investment income	$	16,731		$	6,258
Expenses:
Interest and other debt expenses	$	4,903		$	1,410
Incentive fees		723			260
Management fees		1,333			572
Directors’ fees		59			32
Professional fees		160			113
Other general and administrative expenses		315			191
Total expenses	$	7,493		$	2,578
Net investment income (loss)	$	9,238		$	3,680
Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	—		$	—
Foreign currency transactions		—			—
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		(260	)		954
Non-controlled affiliated investments		(288	)		—
Foreign currency translations		2			—
Net realized and unrealized gains (losses)	$	(546	)	$	954
Net increase (decrease) in members' capital from operations	$	8,692		$	4,634
Weighted average units outstanding		20,586,967			8,930,264
Basic and diluted net investment income (loss) per unit	$	0.45		$	0.41
Basic and diluted earnings (loss) per unit	$	0.42		$	0.52

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

Phillip Street Middle Market Lending Fund LLC

Consolidated Statements of Changes in Members' Capital

(in thousands, except per unit amounts)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2025			March 31, 2024
Members' capital at beginning of period	$	402,234		$	171,570
Net increase (decrease) in members' capital from operations:
Net investment income (loss)	$	9,238		$	3,680
Net realized gain (loss)		—			—
Net change in unrealized appreciation (depreciation)		(546	)		954
Net increase (decrease) in members' capital from operations	$	8,692		$	4,634
Capital transactions:
Reinvestment of common unit distributions	$	9,061		$	5,134
Net increase in members' capital from capital transactions	$	9,061		$	5,134
Total increase (decrease) in members' capital	$	17,753		$	9,768
Members' capital at end of period	$	419,987		$	181,338
Distributions recorded per unit	$	—		$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

Phillip Street Middle Market Lending Fund LLC

Consolidated Statements of Cash Flows

(in thousands, except unit and per unit amounts)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2025			March 31, 2024
Cash flows from operating activities:
Net increase (decrease) in members' capital from operations:	$	8,692		$	4,634
Adjustments to reconcile net increase (decrease) in members’ capital from operations to net cash provided by (used for) operating activities:
Purchases of investments		(75,659	)		(22,543	)
Payment-in-kind interest capitalized		(356	)		(8	)
Investments in affiliated money market fund, net		(6,340	)		6,841
Proceeds from sales of investments and principal repayments		3,027			2,738
Net change in unrealized (appreciation) depreciation on investments		548			(954	)
Net change in unrealized (appreciation) depreciation on foreign currency translations		(2	)		—
Amortization of premium and accretion of discount, net		(413	)		(245	)
Amortization of deferred financing costs		289			309
Change in operating assets and liabilities:
(Increase) decrease in interest and dividends receivable		(264	)		(630	)
(Increase) decrease in other assets		2,544			(44	)
Increase (decrease) in interest and other debt expenses payable		979			222
Increase (decrease) in professional fees payable		54			(96	)
Increase (decrease) in management fees payable		88			81
Increase (decrease) in incentive fees payable		47			54
Increase (decrease) in accrued expenses and other liabilities		27			144
Net cash provided by (used for) operating activities	$	(66,739	)	$	(9,497	)
Cash flows from financing activities:
Distributions paid	$	(62	)	$	(28	)
Financing costs paid		—			(620	)
Borrowings on debt		71,000			16,600
Net cash provided by (used for) financing activities	$	70,938		$	15,952
Net increase (decrease) in cash	$	4,199			6,455
Effect of foreign exchange rate changes on cash and cash equivalents		2			—
Cash, beginning of period		11,353			5,789
Cash, end of period	$	15,554		$	12,244
Supplemental and non-cash activities
Interest expense paid	$	3,452		$	376
Reinvestment of common unit distributions	$	9,061		$	5,134

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of March 31, 2025

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par/Shares(4)		Cost			Fair Value			Footnotes
Debt Investments - 160.8%
United States - 160.8%
1st Lien/Senior Secured Debt - 151.1%
VisionSafe Holdings, Inc.	Aerospace & Defense	10.32%	S + 6.00%	04/19/30	$		3,382	$	3,322		$	3,314		(5) (6) (7)
VisionSafe Holdings, Inc.	Aerospace & Defense		S + 6.00%	04/19/30			509		(9	)		(10	)	(5) (7) (8)
Formulations Parent Corporation (dba Chase Corp)	Chemicals	10.07%	S + 5.75%	11/15/30			4,962		4,877			4,962		(5) (7)
Formulations Parent Corporation (dba Chase Corp)	Chemicals		S + 5.75%	11/15/29			835		(13	)		—		(5) (7) (8)
ASM Buyer, Inc.	Commercial Services & Supplies	9.83%	S + 5.50% (Incl. 2.75% PIK)	08/22/31			12,898		12,571			12,769		(5) (6) (7)
ASM Buyer, Inc.	Commercial Services & Supplies	9.32%	S + 5.00%	08/22/30			1,500		672			683		(5) (7) (8)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 5.50% (Incl. 2.75% PIK)	08/22/31			750		(7	)		(7	)	(5) (7) (8)
Frontline Road Safety Operations, LLC	Commercial Services & Supplies	9.07%	S + 4.75% (Incl. 2.00% PIK)	03/04/32			13,611		13,476			13,475		(5) (6)
Frontline Road Safety Operations, LLC	Commercial Services & Supplies	9.07%	S + 4.75% (Incl. 2.00% PIK)	03/04/32			3,996		53			53		(5) (8)
Frontline Road Safety Operations, LLC	Commercial Services & Supplies		S + 4.75% (Incl. 2.00% PIK)	03/04/32			2,325		(23	)		(23	)	(5) (8)
Rock Star Mergersub LLC (dba Triumvirate Environmental)	Commercial Services & Supplies	9.05%	S + 4.75%	12/15/31			8,132		8,053			8,051		(5) (6) (7)
Rock Star Mergersub LLC (dba Triumvirate Environmental)	Commercial Services & Supplies		S + 4.75%	12/15/31			2,602		(12	)		(26	)	(5) (7) (8)
Rock Star Mergersub LLC (dba Triumvirate Environmental)	Commercial Services & Supplies	11.25%	P + 3.75%	12/15/31			1,106		146			145		(5) (7) (8)
Superior Environmental Solutions	Commercial Services & Supplies	10.92%	S + 6.50%	08/01/29			5,448		5,341			5,421		(5) (6) (7)
Superior Environmental Solutions	Commercial Services & Supplies	10.17%	S + 5.75%	08/01/29			3,019		2,976			2,921		(5) (6) (7)
Superior Environmental Solutions	Commercial Services & Supplies		S + 6.50%	08/01/29			2,562		(18	)		(83	)	(5) (7) (8)
Superior Environmental Solutions	Commercial Services & Supplies	10.92%	S + 6.50%	08/01/29			1,655		1,618			1,647		(5) (7)
Superior Environmental Solutions	Commercial Services & Supplies	10.92%	S + 6.50%	08/01/29			1,470		307			325		(5) (7) (8)
Superior Environmental Solutions	Commercial Services & Supplies	10.92%	S + 6.50%	08/01/29			821		805			817		(5) (7)
Superior Environmental Solutions	Commercial Services & Supplies	10.92%	S + 6.50%	08/01/29			274		268			272		(5) (6) (7)
USA DeBusk, LLC	Commercial Services & Supplies	9.54%	S + 5.25%	04/30/31			2,958		2,917			2,943		(5) (6) (7)
USA DeBusk, LLC	Commercial Services & Supplies	9.54%	S + 5.25%	04/30/31			1,093		148			151		(5) (7) (8)
USA DeBusk, LLC	Commercial Services & Supplies	9.56%	S + 5.25%	04/30/30			410		268			271		(5) (7) (8)
Valet Waste Holdings, Inc. (dba Valet Living)	Commercial Services & Supplies	10.07%	S + 5.75%	05/01/29			12,485		12,412			12,297		(5) (6) (7)
Valet Waste Holdings, Inc. (dba Valet Living)	Commercial Services & Supplies	10.07%	S + 5.75%	05/01/29			1,321		628			615		(5) (7) (8)
Valet Waste Holdings, Inc. (dba Valet Living)	Commercial Services & Supplies		S + 5.75%	05/01/29			1,100		(6	)		(17	)	(5) (7) (8)
Geotechnical Merger Sub, Inc.	Construction & Engineering	9.05%	S + 4.75%	10/15/31			14,908		14,766			14,759		(5) (6) (7)
Geotechnical Merger Sub, Inc.	Construction & Engineering	9.04%	S + 4.75%	10/15/31			5,521		798			773		(5) (7) (8)
Geotechnical Merger Sub, Inc.	Construction & Engineering	9.07%	S + 4.75%	10/15/31			2,071		671			669		(5) (7) (8)
Sonar Acquisitionco, Inc. (dba SimPRO)	Construction & Engineering	9.05%	S + 4.75%	10/24/30			5,660		1,288			1,264		(5) (7) (8) (9)
Sonar Acquisitionco, Inc. (dba SimPRO)	Construction & Engineering	8.90%	B + 4.75%	10/24/30	AUD		5,600		3,683			3,464		(5) (6) (7) (9)
Sonar Acquisitionco, Inc. (dba SimPRO)	Construction & Engineering		B + 4.75%	10/24/30			566		(5	)		(6	)	(5) (7) (8) (9)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	8.80%	S + 4.50%	08/29/31			15,104		15,033			15,028		(5) (6) (7)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	8.80%	S + 4.50%	08/29/31			4,921		3,128			3,122		(5) (7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 4.50%	08/29/31			2,183		(10	)		(11	)	(5) (7) (8)
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail	10.30%	S + 6.00%	10/04/30			4,433		4,339			4,389		(5) (6) (7)
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail		S + 6.00%	10/05/29			522		(10	)		(5	)	(5) (7) (8)
Buffalo Merger Sub, LLC (dba Oliver Packaging)	Containers & Packaging	9.54%	S + 5.25%	11/01/30			19,927		19,641			19,628		(5) (6) (7)
Buffalo Merger Sub, LLC (dba Oliver Packaging)	Containers & Packaging		S + 5.25%	11/01/30			2,323		(33	)		(35	)	(5) (7) (8)
DFS Holding Company, Inc.	Distributors	11.30%	S + 7.00%	01/31/29			4,691		4,591			4,551		(5) (6) (7)
DFS Holding Company, Inc.	Distributors	11.30%	S + 7.00%	01/31/29			344		337			334		(5) (7)
ABC Investment Holdco Inc. (dba ABC Plumbing)	Diversified Consumer Services	10.30%	S + 6.00%	04/26/29			7,739		7,607			7,584		(5) (6) (7) (10)
ABC Investment Holdco Inc. (dba ABC Plumbing)	Diversified Consumer Services	10.31%	S + 6.00%	04/26/29			3,610		1,341			1,328		(5) (7) (8) (10)
ABC Investment Holdco Inc. (dba ABC Plumbing)	Diversified Consumer Services	10.31%	S + 6.00%	04/26/29			722		428			426		(5) (7) (8) (10)
CI (Quercus) Intermediate Holdings, LLC (dba SavATree)	Diversified Consumer Services	9.30%	S + 5.00%	06/06/31			7,096		7,061			7,061		(5) (6) (7)
CI (Quercus) Intermediate Holdings, LLC (dba SavATree)	Diversified Consumer Services		S + 5.00%	06/06/31			1,988		(23	)		(10	)	(5) (7) (8)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

8

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of March 31, 2025 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par/Shares(4)		Cost			Fair Value			Footnotes
CI (Quercus) Intermediate Holdings, LLC (dba SavATree)	Diversified Consumer Services		S + 5.00%	06/06/31	$		832	$	(7	)	$	(4	)	(5) (7) (8)
Splash Car Wash, Inc.	Diversified Consumer Services	9.30%	S + 5.00%	03/17/32			5,691		5,649			5,649		(5) (6)
Splash Car Wash, Inc.	Diversified Consumer Services		S + 5.00%	03/17/32			2,232		(8	)		(8	)	(5) (8)
Splash Car Wash, Inc.	Diversified Consumer Services		S + 5.00%	03/17/31			1,116		(8	)		(8	)	(5) (8)
Spotless Brands, LLC	Diversified Consumer Services	9.76%	S + 5.50%	07/25/28			12,446		7,704			7,699		(5) (7) (8)
Spotless Brands, LLC	Diversified Consumer Services	10.03%	S + 5.75%	07/25/28			8,450		8,266			8,450		(5) (6) (7)
Spotless Brands, LLC	Diversified Consumer Services	10.03%	S + 5.75%	07/25/28			1,310		1,280			1,310		(5) (7)
Sunshine Cadence HoldCo, LLC (dba Cadence Education)	Diversified Consumer Services	9.31%	S + 5.00%	05/01/31			10,562		10,467			10,457		(5) (6) (7)
Sunshine Cadence HoldCo, LLC (dba Cadence Education)	Diversified Consumer Services	9.30%	S + 5.00%	05/01/31			2,764		1,092			1,075		(5) (7) (8)
Sunshine Cadence HoldCo, LLC (dba Cadence Education)	Diversified Consumer Services		S + 5.00%	05/01/30			1,615		(14	)		(16	)	(5) (7) (8)
VASA Fitness Buyer, Inc.	Diversified Consumer Services	11.92%	S + 7.50%	08/14/28			8,309		8,094			8,267		(5) (6) (7)
VASA Fitness Buyer, Inc.	Diversified Consumer Services	11.92%	S + 7.50%	08/14/28			1,445		931			956		(5) (7) (8)
VASA Fitness Buyer, Inc.	Diversified Consumer Services		S + 7.50%	08/14/28			241		(6	)		(1	)	(5) (7) (8)
Trystar, LLC	Electrical Equipment	8.80%	S + 4.50%	08/06/31			4,640		4,596			4,593		(5) (6) (7)
Trystar, LLC	Electrical Equipment		S + 4.50%	08/06/31			2,326		(11	)		(23	)	(5) (7) (8)
Trystar, LLC	Electrical Equipment	8.79%	S + 4.50%	08/06/31			1,856		1,839			1,837		(5) (6) (7)
Trystar, LLC	Electrical Equipment		S + 4.50%	08/06/31			1,163		(11	)		(12	)	(5) (7) (8)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	9.30%	S + 5.00%	12/06/29			8,862		8,786			8,817		(5) (6) (7)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	9.30%	S + 5.00%	12/06/29			1,722		419			419		(5) (7) (8)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	9.30%	S + 5.00%	12/06/29			1,395		1,381			1,388		(5) (6) (7)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.00%	12/06/29			1,171		(7	)		(6	)	(5) (7) (8)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	9.30%	S + 5.00%	12/06/29			386		373			385		(5) (7)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.00%	12/06/29			261		(1	)		(1	)	(5) (7) (8)
Celero Commerce LLC	Financial Services	9.31%	S + 5.00%	02/28/31			6,488		6,440			6,440		(5) (6)
Celero Commerce LLC	Financial Services		S + 5.00%	02/28/31			1,545		(6	)		(6	)	(5) (8)
Celero Commerce LLC	Financial Services		S + 5.00%	02/28/31			515		(4	)		(4	)	(5) (8)
Fullsteam Operations LLC	Financial Services	12.71%	S + 8.25%	11/27/29			9,202		8,912			9,202		(5) (6) (7)
Fullsteam Operations LLC	Financial Services	11.46%	S + 7.00%	11/27/29			6,720		3,507			3,493		(5) (7) (8)
Fullsteam Operations LLC	Financial Services	12.71%	S + 8.25%	11/27/29			2,896		2,815			2,896		(5) (7)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29			2,553		(18	)		(38	)	(5) (7) (8)
Fullsteam Operations LLC	Financial Services	11.46%	S + 7.00%	11/27/29			1,680		1,107			1,104		(5) (7) (8)
Fullsteam Operations LLC	Financial Services	12.71%	S + 8.25%	11/27/29			1,287		1,251			1,287		(5) (7)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29			515		(15	)		—		(5) (7) (8)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29			284		(2	)		(4	)	(5) (7) (8)
Priority Technology Holdings, Inc. (dba Priority Payment)	Financial Services	9.07%	S + 4.75%	05/16/31			18,022		17,954			17,999		(5) (6) (9)
Project Accelerate Parent, LLC (dba ABC Fitness)	Financial Services	9.57%	S + 5.25%	02/24/31			4,342		4,304			4,299		(5) (6) (7)
Project Accelerate Parent, LLC (dba ABC Fitness)	Financial Services		S + 5.25%	02/24/31			625		(5	)		(6	)	(5) (7) (8)
Eagle Family Foods Group Holdings, LLC	Food Products	9.29%	S + 5.00%	08/12/30			19,318		19,141			19,125		(5) (6) (7)
Eagle Family Foods Group Holdings, LLC	Food Products		S + 5.00%	08/12/30			2,255		(20	)		(23	)	(5) (7) (8)
Tropical Bidco, LLC (dba Tropical Cheese)	Food Products	9.05%	S + 4.75%	12/11/30			6,098		6,010			6,007		(5) (6) (7)
Tropical Bidco, LLC (dba Tropical Cheese)	Food Products	9.05%	S + 4.75%	12/11/30			965		43			42		(5) (7) (8)
Hamilton Thorne, Inc.	Health Care Equipment & Supplies	8.28%	E + 5.50%	11/28/31	EUR		11,492		12,299			12,177		(5) (6) (7)
Hamilton Thorne, Inc.	Health Care Equipment & Supplies		S + 5.50%	11/28/31			5,768		(55	)		(101	)	(5) (7) (8)
Hamilton Thorne, Inc.	Health Care Equipment & Supplies	9.94%	S + 5.50%	11/28/31			4,230		4,149			4,156		(5) (6) (7)
Coding Solutions Acquisition, Inc. (dba CorroHealth)	Health Care Providers & Services	9.32%	S + 5.00%	08/07/31			3,498		3,464			3,445		(5) (6) (7)
Coding Solutions Acquisition, Inc. (dba CorroHealth)	Health Care Providers & Services		S + 5.00%	08/07/31			534		(8	)		(8	)	(5) (7) (8)
Coding Solutions Acquisition, Inc. (dba CorroHealth)	Health Care Providers & Services	9.43%	S + 5.00%	08/07/31			334		288			287		(5) (7) (8)
Highfive Dental Holdco, LLC	Health Care Providers & Services	11.17%	S + 6.75%	06/13/28			4,705		4,606			4,634		(5) (6) (7)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28			532		(10	)		(8	)	(5) (7) (8)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

9

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of March 31, 2025 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par/Shares(4)		Cost			Fair Value			Footnotes
HealthEdge Software, Inc.	Health Care Technology	9.07%	S + 4.75%	07/16/31	$		10,213	$	10,118		$	10,111		(5) (6) (7)
HealthEdge Software, Inc.	Health Care Technology	9.07%	S + 4.75%	07/16/31			4,506		4,463			4,461		(5) (7)
HealthEdge Software, Inc.	Health Care Technology		S + 4.75%	07/16/31			1,358		(12	)		(14	)	(5) (7) (8)
Easy Mile Fitness, LLC	Hotels, Restaurants & Leisure	10.79%	S + 6.50%	09/12/29			9,295		9,216			9,202		(5) (6) (7)
Easy Mile Fitness, LLC	Hotels, Restaurants & Leisure	10.79%	S + 6.50%	09/12/29			1,705		536			529		(5) (7) (8)
Easy Mile Fitness, LLC	Hotels, Restaurants & Leisure	10.79%	S + 6.50%	09/12/29			341		65			65		(5) (7) (8)
TM Restaurant Group LLC	Hotels, Restaurants & Leisure	11.69%	S + 7.25%	07/26/28			10,554		10,352			10,131		(5) (6) (7)
TM Restaurant Group LLC	Hotels, Restaurants & Leisure		S + 7.25%	07/26/28			3,000		(30	)		(120	)	(5) (7) (8)
TM Restaurant Group LLC	Hotels, Restaurants & Leisure		S + 7.25%	07/26/28			1,286		(16	)		(51	)	(5) (7) (8)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	9.55%	S + 5.25%	07/24/31			15,106		14,966			14,955		(5) (6) (7)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	9.55%	S + 5.25%	07/24/31			6,366		1,516			1,486		(5) (7) (8)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	9.55%	S + 5.25%	07/24/30			1,180		367			366		(5) (7) (8)
Ark Data Centers, LLC	IT Services	9.05%	S + 4.75%	11/27/30			12,750		12,506			12,495		(5) (6) (7)
Ark Data Centers, LLC	IT Services	9.06%	S + 4.75%	11/27/30			7,500		152			75		(5) (7) (8)
Ark Data Centers, LLC	IT Services		S + 4.75%	11/27/30			2,250		(42	)		(45	)	(5) (7) (8)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services	10.32%	S + 6.00%	10/02/29			6,227		6,126			6,164		(5) (6) (7)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services	10.32%	S + 6.00%	10/02/29			2,199		2,168			2,177		(5) (6) (7)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29			1,631		(12	)		(16	)	(5) (7) (8)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29			1,305		(20	)		(13	)	(5) (7) (8)
QBS Parent, Inc. (dba Quorum Software)	IT Services	9.05%	S + 4.75%	11/07/31			13,098		9,002			9,008		(5) (6) (8)
QBS Parent, Inc. (dba Quorum Software)	IT Services		S + 4.50%	11/07/31			4,322		-			(19	)	(5) (8)
QBS Parent, Inc. (dba Quorum Software)	IT Services		S + 4.75%	11/07/31			2,105		(4	)		(3	)	(5) (8)
QBS Parent, Inc. (dba Quorum Software)	IT Services	9.05%	S + 4.75%	11/07/31			837		832			833		(5) (6)
US Signal Company, LLC	IT Services	9.92%	S + 5.50%	09/04/29			15,258		15,119			15,105		(5) (6) (7)
US Signal Company, LLC	IT Services		S + 5.50%	09/04/29			4,695		(42	)		(47	)	(5) (7) (8)
US Signal Company, LLC	IT Services	9.91%	S + 5.50%	09/04/29			2,347		2,327			2,324		(5) (7)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services	9.05%	S + 4.75%	01/20/29			4,049		4,037			4,036		(5) (6)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		S + 4.75%	01/20/29			458		(1	)		(2	)	(5) (8)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		S + 4.75%	01/20/29			388		(1	)		(1	)	(5) (8)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		S + 4.75%	01/20/29			317		(2	)		(2	)	(5) (8)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products	10.82%	S + 6.50%	07/18/28			6,432		6,304			6,368		(5) (6) (7)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products	10.82%	S + 6.50%	07/18/28			832		650			656		(5) (7) (8)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products	10.82%	S + 6.50%	07/18/28			419		411			414		(5) (7)
Mandrake Bidco, Inc. (dba Miratech)	Machinery	9.04%	S + 4.75%	08/20/31			18,071		17,901			17,890		(5) (6) (7)
Mandrake Bidco, Inc. (dba Miratech)	Machinery		S + 4.75%	08/20/30			3,076		(28	)		(31	)	(5) (7) (8)
Rotation Buyer, LLC (dba Rotating Machinery Services)	Machinery	9.05%	S + 4.75%	12/26/31			8,938		8,851			8,848		(5) (6) (7)
Rotation Buyer, LLC (dba Rotating Machinery Services)	Machinery	9.07%	S + 4.75%	12/26/31			2,292		251			241		(5) (7) (8)
Rotation Buyer, LLC (dba Rotating Machinery Services)	Machinery	9.05%	S + 4.75%	12/26/31			1,146		314			314		(5) (7) (8)
Recorded Books Inc. (dba RBMedia)	Media	10.06%	S + 5.75%	09/02/30			5,743		5,598			5,685		(5) (6) (7)
Recorded Books Inc. (dba RBMedia)	Media	10.04%	S + 5.75%	09/02/30			674		662			667		(5) (6) (7)
Recorded Books Inc. (dba RBMedia)	Media	10.06%	S + 5.75%	08/31/28			471		293			298		(5) (7) (8)
Engage2Excel, Inc.	Professional Services	10.72%	S + 6.50%	07/01/29			6,692		6,603			6,591		(5) (6) (7)
Engage2Excel, Inc.	Professional Services	10.72%	S + 6.50%	07/01/29			551		268			267		(5) (7) (8)
Westwood Professional Services Inc.	Professional Services	9.05%	S + 4.75%	09/19/31			4,095		4,057			4,054		(5) (6) (7)
Westwood Professional Services Inc.	Professional Services	9.06%	S + 4.75%	09/19/31			1,192		240			234		(5) (7) (8)
Westwood Professional Services Inc.	Professional Services		S + 4.75%	09/19/31			617		(6	)		(6	)	(5) (7) (8)
AI Titan Parent, Inc. (dba Prometheus)	Software	9.07%	S + 4.75%	08/29/31			5,872		5,817			5,813		(5) (6) (7)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

10

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of March 31, 2025 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par/Shares(4)		Cost			Fair Value			Footnotes
AI Titan Parent, Inc. (dba Prometheus)	Software		S + 4.75%	08/29/31	$		1,174	$	(5	)	$	(12	)	(5) (7) (8)
AI Titan Parent, Inc. (dba Prometheus)	Software		S + 4.75%	08/29/31			734		(7	)		(7	)	(5) (7) (8)
Arrow Buyer, Inc. (dba Archer Technologies)	Software	10.05%	S + 5.75%	07/01/30			2,905		2,846			2,890		(5) (6) (7)
Arrow Buyer, Inc. (dba Archer Technologies)	Software		S + 5.75%	07/01/30			487		(7	)		(2	)	(5) (7) (8)
Arrow Buyer, Inc. (dba Archer Technologies)	Software	10.05%	S + 5.75%	07/01/30			190		189			189		(5) (7)
Artifact Bidco, Inc. (dba Avetta)	Software	8.80%	S + 4.50%	07/28/31			10,567		10,468			10,461		(5) (6) (7)
Artifact Bidco, Inc. (dba Avetta)	Software		S + 4.50%	07/28/31			2,586		(12	)		(26	)	(5) (7) (8)
Artifact Bidco, Inc. (dba Avetta)	Software		S + 4.50%	07/26/30			1,256		(11	)		(13	)	(5) (7) (8)
Artifact Bidco, Inc. (dba Avetta)	Software		S + 4.50%	07/26/30			591		(5	)		(6	)	(5) (7) (8)
Crewline Buyer, Inc. (dba New Relic)	Software	11.07%	S + 6.75%	11/08/30			7,262		7,105			7,080		(5) (6) (7)
Crewline Buyer, Inc. (dba New Relic)	Software		S + 6.75%	11/08/30			725		(15	)		(18	)	(5) (7) (8)
KPA Parent Holdings, Inc.	Software	9.07%	S + 4.75%	03/12/32			8,511		8,427			8,426		(5) (6)
KPA Parent Holdings, Inc.	Software		S + 4.75%	03/12/32			1,216		(6	)		(12	)	(5) (8)
KPA Parent Holdings, Inc.	Software		S + 4.75%	03/12/32			851		(8	)		(4	)	(5) (8)
Onyx CenterSource, Inc.	Software	9.71%	S + 5.25%	12/14/29			6,194		6,062			6,132		(5) (6) (7)
Onyx CenterSource, Inc.	Software	9.70%	S + 5.25%	12/14/29			466		425			430		(5) (7) (8)
Rocky Debt Merger Sub, LLC (dba NContracts)	Software	9.57%	S + 5.25% (Incl. 2.75% PIK)	09/01/31			16,107		15,959			15,946		(5) (6) (7)
Rocky Debt Merger Sub, LLC (dba NContracts)	Software		S + 5.25% (Incl. 2.75% PIK)	09/01/31			4,582		(21	)		(46	)	(5) (7) (8)
Rocky Debt Merger Sub, LLC (dba NContracts)	Software		S + 5.25% (Incl. 2.75% PIK)	09/01/31			1,833		(17	)		(18	)	(5) (7) (8)
Rubrik, Inc.	Software	11.47%	S + 7.00%	08/17/28			8,774		8,709			8,774		(5) (6) (7)
Rubrik, Inc.	Software	11.47%	S + 7.00%	08/17/28			1,226		1,153			1,162		(5) (7) (8)
Runway Bidco, LLC (dba Redwood Software)	Software	9.30%	S + 5.00%	12/17/31			13,721		13,588			13,584		(5) (6) (7)
Runway Bidco, LLC (dba Redwood Software)	Software		S + 5.00%	12/17/31			3,409		(16	)		(34	)	(5) (7) (8)
Runway Bidco, LLC (dba Redwood Software)	Software		S + 5.00%	12/17/31			1,705		(16	)		(17	)	(5) (7) (8)
Singlewire Software, LLC	Software	9.55%	S + 5.25%	05/10/29			7,741		7,561			7,664		(5) (6) (7)
Singlewire Software, LLC	Software		S + 5.25%	05/10/29			1,438		(31	)		(14	)	(5) (7) (8)
Vamos Bidco, Inc. (dba VIP)	Software	9.05%	S + 4.75%	01/30/32			14,595		14,451			14,449		(5) (6)
Vamos Bidco, Inc. (dba VIP)	Software		S + 4.75%	01/30/32			6,081		(30	)		(30	)	(5) (8)
Vamos Bidco, Inc. (dba VIP)	Software		S + 4.75%	01/30/32			1,824		(18	)		(18	)	(5) (8)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail	9.05%	S + 4.75%	06/02/31			8,516		8,438			8,430		(5) (6) (7)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail	9.05%	S + 4.75%	06/02/31			4,658		2,402			2,388		(5) (7) (8)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail		S + 4.75%	05/31/30			1,089		(9	)		(11	)	(5) (7) (8)
Ortholite, LLC	Textiles, Apparel & Luxury Goods	10.55%	S + 6.25%	09/29/27			2,839		2,795			2,818		(5) (6) (7)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	10.07%	S + 5.75%	10/07/30			3,249		3,180			3,167		(5) (6) (7)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	10.07%	S + 5.75%	10/07/30			2,569		1,773			1,757		(5) (7) (8)
NCWS Intermediate, Inc. (dba National Carwash Solutions)	Trading Companies & Distributors	9.80%	S + 5.50% (Incl. 2.25% PIK)	12/31/29			12,828		12,663			12,059		(5) (6) (7)
NCWS Intermediate, Inc. (dba National Carwash Solutions)	Trading Companies & Distributors	9.66%	S + 5.25%	12/31/29			1,494		369			299		(5) (7) (8)
NCWS Intermediate, Inc. (dba National Carwash Solutions)	Trading Companies & Distributors	9.80%	S + 5.50%	12/31/29			897		94			47		(5) (7) (8)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	9.30%	S + 5.00% (Incl. 1.75% PIK)	04/09/30			13,925		13,903			13,855		(5) (6)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors		S + 5.00% (Incl. 1.75% PIK)	04/09/30			979		(1	)		(5	)	(5) (8)
United Flow Technologies Intermediate Holdco II, LLC	Trading Companies & Distributors	9.55%	S + 5.25%	06/23/31			13,313		13,129			13,180		(5) (6) (7)
United Flow Technologies Intermediate Holdco II, LLC	Trading Companies & Distributors	9.55%	S + 5.25%	06/23/31			7,431		5,511			5,528		(5) (7) (8)
United Flow Technologies Intermediate Holdco II, LLC	Trading Companies & Distributors		S + 5.25%	06/21/30			1,487		(19	)		(15	)	(5) (7) (8)
Total 1st Lien/Senior Secured Debt									635,170			634,797

The accompanying notes are an integral part of these unaudited consolidated financial statements.

11

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of March 31, 2025 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par/Shares(4)		Cost		Fair Value		Footnotes
1st Lien/Last-Out Unitranche (11) - 9.6%
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services	10.57%	S + 6.25%	12/07/28	$	6,255	$	6,206	$	6,193	(5) (6) (7)
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services	10.57%	S + 6.25%	12/07/28		3,745		2,716		2,707	(5) (7) (8)
K2 Towers III, LLC	Wireless Telecommunication Services	10.85%	S + 6.55%	12/06/28		10,000		9,208		9,186	(5) (7) (8)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services	10.93%	S + 6.61%	12/22/28		3,682		3,651		3,645	(5) (6) (7)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services	10.93%	S + 6.61%	12/22/28		2,305		550		546	(5) (7) (8)
Tarpon Towers II LLC	Wireless Telecommunication Services	11.16%	S + 6.83%	02/01/29		3,143		3,117		3,111	(5) (6) (7)
Tarpon Towers II LLC	Wireless Telecommunication Services	11.16%	S + 6.83%	02/01/29		1,858		587		583	(5) (7) (8)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services	11.30%	S + 7.00%	08/24/28		6,222		6,158		6,160	(5) (6) (7)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services	11.42%	S + 7.00%	08/24/28		3,778		1,786		1,784	(5) (7) (8)
Towerco IV Holdings, LLC	Wireless Telecommunication Services	8.17%	S + 3.75%	08/31/28		7,666		6,547		6,553	(5) (6) (7) (8)
Total 1st Lien/Last-Out Unitranche								40,526		40,468
Total United States							$	675,696	$	675,265
Total Debt Investments							$	675,696	$	675,265
Investment (1)	Industry (2)			Initial Acquisition Date(13)	Shares(4)		Cost		Fair Value		Footnotes
Equity Securities - 0.5%
United States - 0.5%
Common Stock - 0.5%
VisionSafe Parent, LLC	Aerospace & Defense			04/19/24		255	$	255	$	293	(5) (7) (12)
RPC ABC Investment Holdings LLC (dba ABC Plumbing)	Diversified Consumer Services			04/26/24		1,992,620		1,992		1,714	(5) (7) (10) (12)
Total Common Stock								2,247		2,007
Total United States							$	2,247	$	2,007
Total Equity Securities								2,247		2,007
Total Investments - 161.3%							$	677,943	$	677,272
Investments in Affiliated Money Market Fund - 3.7%
United States - 3.7%
Goldman Sachs Financial Square Government Fund - Institutional Shares						15,568,517	$	15,569	$	15,569	(6) (14) (15)
Total Investments in Affiliated Money Market Fund							$	15,569	$	15,569
Total United States							$	15,569	$	15,569
Total Investments and Investments in Affiliated Money Market Fund - 165.0%							$	693,512	$	692,841

The accompanying notes are an integral part of these unaudited consolidated financial statements.

12

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of March 31, 2025 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

(1) Percentages are based on members' capital.

(2) For Industry subtotal and percentage, see Note 4 "Investments."

(3) Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either Euribor ("E"), SOFR including SOFR adjustment, if any, ("S"), BBSW (“B”) or alternate base rate (commonly based on the U.S. Prime Rate (“P”), unless otherwise noted), at the borrower's option, which reset periodically based on the terms of the credit agreement. S loans are typically indexed to 12 month, 6 month, 3 month or 1 month S rates. As of March 31, 2025, the rate for the 1 month S was 4.32%, 3 month S was 4.29%, 6 month S was 4.19%, 6 month E was 2.34%, 1 month B was 4.10% and P was 7.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2025.

(4) Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Australian Dollars ("AUD"), or Euros ("EUR").

(5) Represents co-investments made with the Company's affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

(6) All, or a portion of, the assets are pledged as collateral for the revolving credit facility with Ally Bank (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Facility”). See Note 6 “Debt”.

(7) The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement".

(8) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and Contingencies".

(9) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2025, the aggregate fair value of these securities is $22,721 or 3.2% of the Company’s total assets.

(10) As defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.

(11) In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.

(12) Non-income producing security.

(13) Securities exempt from registration under the Securities Act of 1933 and may be deemed to be “restricted securities”. As of March 31, 2025, the aggregate fair value of these securities is $2,007 or 0.5% of the Company's net assets. The initial acquisition dates have been included for such securities.

(14) The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.

(15) The annualized seven-day yield as of March 31, 2025 is 4.25%.

PIK - Payment-In-Kind

The accompanying notes are an integral part of these unaudited consolidated financial statements.

13

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of December 31, 2024

(in thousands, except unit and per unit amounts)

Investment (1)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par/Shares(4)		Cost			Fair Value			Footnotes
Debt Investments - 149.7%
United States - 149.7%
1st Lien/Senior Secured Debt - 139.8%
VisionSafe Holdings, Inc.	Aerospace & Defense	10.52%	S + 6.00%	04/19/30	$		3,391	$	3,329		$	3,324		(5) (6) (7)
VisionSafe Holdings, Inc.	Aerospace & Defense		S + 6.00%	04/19/30			509		(9	)		(10	)	(5) (7) (8)
Formulations Parent Corporation (dba Chase Corp)	Chemicals	10.27%	S + 5.75%	11/15/30			4,975		4,887			4,875		(5) (7)
Formulations Parent Corporation (dba Chase Corp)	Chemicals		S + 5.75%	11/15/29			835		(14	)		(17	)	(5) (7) (8)
ASM Buyer, Inc.	Commercial Services & Supplies	10.02%	S + 5.50% (Incl 2.75% PIK)	08/22/31			12,840		12,503			12,711		(5) (6) (7)
ASM Buyer, Inc.	Commercial Services & Supplies	9.41%	S + 5.00%	08/22/30			1,500		123			135		(5) (7) (8)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 5.50% (Incl 2.75% PIK)	08/22/31			750		(7	)		(7	)	(5) (7) (8)
Rock Star Mergersub LLC (dba Triumvirate Environmental)	Commercial Services & Supplies	9.15%	S + 4.75%	12/15/31			8,132		8,051			8,051		(5) (6)
Rock Star Mergersub LLC (dba Triumvirate Environmental)	Commercial Services & Supplies		S + 4.75%	12/15/31			2,602		(13	)		(13	)	(5) (8)
Rock Star Mergersub LLC (dba Triumvirate Environmental)	Commercial Services & Supplies	9.15%	S + 4.75%	12/15/31			1,106		119			119		(5) (8)
Superior Environmental Solutions	Commercial Services & Supplies	10.96%	S + 6.50%	08/01/29			5,462		5,350			5,435		(5) (6) (7)
Superior Environmental Solutions	Commercial Services & Supplies	10.25%	S + 5.75%	08/01/29			3,027		2,982			2,913		(5) (6) (7)
Superior Environmental Solutions	Commercial Services & Supplies		S + 5.75%	08/01/29			2,562		(19	)		(96	)	(5) (7) (8)
Superior Environmental Solutions	Commercial Services & Supplies	11.00%	S + 6.50%	08/01/29			1,659		1,612			1,651		(5) (7)
Superior Environmental Solutions	Commercial Services & Supplies	10.96%	S + 6.50%	08/01/29			1,470		305			325		(5) (7) (8)
Superior Environmental Solutions	Commercial Services & Supplies	10.96%	S + 6.50%	08/01/29			823		806			819		(5) (7)
Superior Environmental Solutions	Commercial Services & Supplies	10.96%	S + 6.50%	08/01/29			274		268			273		(5) (6) (7)
USA DeBusk, LLC	Commercial Services & Supplies	9.61%	S + 5.25%	04/30/31			2,965		2,924			2,950		(5) (6) (7)
USA DeBusk, LLC	Commercial Services & Supplies	9.89%	S + 5.25%	04/30/31			1,093		115			118		(5) (7) (8)
USA DeBusk, LLC	Commercial Services & Supplies	9.59%	S + 5.25%	04/30/30			410		117			121		(5) (7) (8)
Valet Waste Holdings, Inc. (dba Valet Living)	Commercial Services & Supplies	10.11%	S + 5.75%	05/01/29			12,516		12,439			12,422		(5) (6) (7)
Valet Waste Holdings, Inc. (dba Valet Living)	Commercial Services & Supplies	10.11%	S + 5.75%	05/01/29			1,321		674			672		(5) (7) (8)
Valet Waste Holdings, Inc. (dba Valet Living)	Commercial Services & Supplies		S + 5.75%	05/01/29			1,100		(7	)		(8	)	(5) (7) (8)
Geotechnical Merger Sub, Inc.	Construction & Engineering	9.41%	S + 4.75%	10/15/31			14,908		14,762			14,759		(5) (6)
Geotechnical Merger Sub, Inc.	Construction & Engineering		S + 4.75%	10/15/31			5,521		(27	)		(28	)	(5) (8)
Geotechnical Merger Sub, Inc.	Construction & Engineering	9.27%	S + 4.75%	10/15/31			2,071		670			669		(5) (8)
Sonar Acquisitionco, Inc. (dba SimPRO)	Construction & Engineering	9.10%	S + 4.75%	10/24/30			5,660		1,287			1,292		(5) (8) (9)
Sonar Acquisitionco, Inc. (dba SimPRO)	Construction & Engineering	9.12%	B + 4.75%	10/24/30	AUD		5,600		3,682			3,431		(5) (6) (9)
Sonar Acquisitionco, Inc. (dba SimPRO)	Construction & Engineering		B + 4.75%	10/24/30			566		(5	)		(6	)	(5) (8) (9)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	8.86%	S + 4.50%	08/29/31			15,141		15,068			15,066		(5) (6) (7)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 4.50%	08/29/31			4,929		(12	)		(25	)	(5) (7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 4.50%	08/29/31			2,183		(10	)		(11	)	(5) (7) (8)
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail	10.33%	S + 6.00%	10/04/30			4,444		4,347			4,400		(5) (6) (7)
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail		S + 6.00%	10/05/29			522		(10	)		(5	)	(5) (7) (8)
Buffalo Merger Sub, LLC (dba Oliver Packaging)	Containers & Packaging	9.82%	S + 5.25%	11/01/30			19,977		19,681			19,677		(5) (6)
Buffalo Merger Sub, LLC (dba Oliver Packaging)	Containers & Packaging		S + 5.25%	11/01/30			2,323		(34	)		(35	)	(5) (8)
DFS Holding Company, Inc.	Distributors	10.50%	S + 6.25%	01/31/29			4,703		4,597			4,645		(5) (6) (7)
DFS Holding Company, Inc.	Distributors	10.50%	S + 6.25%	01/31/29			993		330			332		(5) (7) (8)
ABC Investment Holdco Inc. (dba ABC Plumbing)	Diversified Consumer Services	10.33%	S + 6.00%	04/26/29			7,758		7,620			7,603		(5) (6) (7) (10)
ABC Investment Holdco Inc. (dba ABC Plumbing)	Diversified Consumer Services	10.54%	S + 6.00%	04/26/29			3,610		934			924		(5) (7) (8) (10)
ABC Investment Holdco Inc. (dba ABC Plumbing)	Diversified Consumer Services	10.48%	S + 6.00%	04/26/29			722		356			354		(5) (7) (8) (10)
CI (Quercus) Intermediate Holdings, LLC (dba SavATree)	Diversified Consumer Services	9.33%	S + 5.00%	06/06/31			6,842		6,808			6,808		(5) (6) (7)
CI (Quercus) Intermediate Holdings, LLC (dba SavATree)	Diversified Consumer Services	9.33%	S + 5.00%	06/06/31			2,259		246			260		(5) (7) (8)
CI (Quercus) Intermediate Holdings, LLC (dba SavATree)	Diversified Consumer Services	9.36%	S + 5.00%	06/06/31			832		62			65		(5) (7) (8)
Spotless Brands, LLC	Diversified Consumer Services	10.06%	S + 5.50%	07/25/28			12,463		6,723			6,719		(5) (7) (8)
Spotless Brands, LLC	Diversified Consumer Services	10.09%	S + 5.75%	07/25/28			8,472		8,275			8,472		(5) (6) (7)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

14

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of December 31, 2024 (continued)

(in thousands, except unit and per unit amounts)

Investment (1)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par/Shares(4)		Cost			Fair Value			Footnotes
Spotless Brands, LLC	Diversified Consumer Services	10.03%	S + 5.75%	07/25/28	$		1,313	$	1,282		$	1,313		(5) (7)
Sunshine Cadence HoldCo, LLC (dba Cadence Education)	Diversified Consumer Services	9.61%	S + 5.00%	05/01/31			10,589		10,490			10,483		(5) (6) (7)
Sunshine Cadence HoldCo, LLC (dba Cadence Education)	Diversified Consumer Services	9.46%	S + 5.00%	05/01/31			2,767		876			856		(5) (7) (8)
Sunshine Cadence HoldCo, LLC (dba Cadence Education)	Diversified Consumer Services		S + 5.00%	05/01/30			1,615		(14	)		(16	)	(5) (7) (8)
VASA Fitness Buyer, Inc.	Diversified Consumer Services	11.96%	S + 7.50%	08/14/28			8,330		8,102			8,288		(5) (6) (7)
VASA Fitness Buyer, Inc.	Diversified Consumer Services	11.92%	S + 7.50%	08/14/28			1,445		929			956		(5) (7) (8)
VASA Fitness Buyer, Inc.	Diversified Consumer Services		S + 7.50%	08/14/28			241		(6	)		(1	)	(5) (7) (8)
Trystar, LLC	Electrical Equipment	9.03%	S + 4.50%	08/06/31			6,512		6,449			6,447		(5) (6) (7)
Trystar, LLC	Electrical Equipment		S + 4.50%	08/06/31			2,326		(11	)		(23	)	(5) (7) (8)
Trystar, LLC	Electrical Equipment		S + 4.50%	08/06/31			1,163		(11	)		(12	)	(5) (7) (8)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	9.83%	S + 5.50%	05/08/28			8,884		8,827			8,840		(5) (6) (7)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	9.85%	S + 5.50%	05/08/28			1,723		419			420		(5) (7) (8)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.50%	05/08/28			1,171		(7	)		(6	)	(5) (7) (8)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	9.89%	S + 5.50%	05/08/28			387		382			386		(5) (7)
Fullsteam Operations LLC	Financial Services	12.91%	S + 8.25%	11/27/29			9,202		8,924			9,202		(5) (6) (7)
Fullsteam Operations LLC	Financial Services	11.65%	S + 7.00%	11/27/29			6,720		575			522		(5) (7) (8)
Fullsteam Operations LLC	Financial Services	12.91%	S + 8.25%	11/27/29			2,896		2,819			2,896		(5) (7)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29			2,553		(19	)		(38	)	(5) (7) (8)
Fullsteam Operations LLC	Financial Services	11.66%	S + 7.00%	11/27/29			1,680		461			450		(5) (7) (8)
Fullsteam Operations LLC	Financial Services	12.91%	S + 8.25%	11/27/29			1,287		1,253			1,287		(5) (7)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29			515		(15	)		—		(5) (7) (8)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29			284		(2	)		(4	)	(5) (7) (8)
Priority Technology Holdings, Inc. (dba Priority Payment)	Financial Services	9.11%	S + 4.75%	05/16/31			18,215		18,145			18,220		(5) (6) (9)
Project Accelerate Parent, LLC (dba ABC Fitness)	Financial Services	9.61%	S + 5.25%	02/24/31			4,353		4,313			4,310		(5) (6) (7)
Project Accelerate Parent, LLC (dba ABC Fitness)	Financial Services		S + 5.25%	02/24/31			625		(5	)		(6	)	(5) (7) (8)
Eagle Family Foods Group Holdings, LLC	Food Products	9.59%	S + 5.00%	08/12/30			19,494		19,308			19,299		(5) (6) (7)
Eagle Family Foods Group Holdings, LLC	Food Products		S + 5.00%	08/12/30			2,255		(21	)		(23	)	(5) (7) (8)
Tropical Bidco, LLC (dba Tropical Cheese)	Food Products	9.08%	S + 4.75%	12/11/30			6,113		6,022			6,022		(5) (6)
Tropical Bidco, LLC (dba Tropical Cheese)	Food Products	9.08%	S + 4.75%	12/11/30			965		147			146		(5) (8)
Hamilton Thorne, Inc.	Health Care Equipment & Supplies	8.28%	E + 5.50%	11/28/31	EUR		11,492		12,293			11,666		(5) (6)
Hamilton Thorne, Inc.	Health Care Equipment & Supplies		S + 5.50%	11/28/31			5,768		(57	)		(58	)	(5) (8)
Hamilton Thorne, Inc.	Health Care Equipment & Supplies	9.93%	S + 5.50%	11/28/31			4,230		4,146			4,146		(5) (6)
Coding Solutions Acquisition, Inc. (dba CorroHealth)	Health Care Providers & Services	9.25%	S + 5.00%	08/07/31			3,507		3,472			3,454		(5) (6) (7)
Coding Solutions Acquisition, Inc. (dba CorroHealth)	Health Care Providers & Services		S + 5.00%	08/07/31			534		(8	)		(8	)	(5) (7) (8)
Coding Solutions Acquisition, Inc. (dba CorroHealth)	Health Care Providers & Services	9.33%	S + 5.00%	08/07/31			334		287			287		(5) (7) (8)
Highfive Dental Holdco, LLC	Health Care Providers & Services	11.21%	S + 6.75%	06/13/28			4,717		4,611			4,646		(5) (6) (7)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28			532		(11	)		(8	)	(5) (7) (8)
HealthEdge Software, Inc.	Health Care Technology	9.13%	S + 4.75%	07/16/31			10,239		10,141			10,136		(5) (6) (7)
HealthEdge Software, Inc.	Health Care Technology	9.15%	S + 4.75%	07/16/31			4,517		4,473			4,472		(5) (7)
HealthEdge Software, Inc.	Health Care Technology		S + 4.75%	07/16/31			1,358		(13	)		(14	)	(5) (7) (8)
Easy Mile Fitness, LLC	Hotels, Restaurants & Leisure	11.09%	S + 6.50%	09/12/29			9,295		9,213			9,202		(5) (6) (7)
Easy Mile Fitness, LLC	Hotels, Restaurants & Leisure	11.07%	S + 6.50%	09/12/29			1,705		197			188		(5) (7) (8)
Easy Mile Fitness, LLC	Hotels, Restaurants & Leisure		S + 6.50%	09/12/29			341		(3	)		(3	)	(5) (7) (8)
TM Restaurant Group LLC	Hotels, Restaurants & Leisure	11.72%	S + 7.25%	07/26/28			10,580		10,366			10,263		(5) (6) (7)
TM Restaurant Group LLC	Hotels, Restaurants & Leisure		S + 7.25%	07/26/28			3,000		(32	)		(90	)	(5) (7) (8)
TM Restaurant Group LLC	Hotels, Restaurants & Leisure		S + 7.25%	07/26/28			1,286		(17	)		(39	)	(5) (7) (8)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	10.39%	S + 5.25%	07/24/31			15,145		15,000			14,993		(5) (6) (7)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	9.58%	S + 5.25%	07/24/31			6,370		1,265			1,235		(5) (7) (8)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	9.58%	S + 5.25%	07/24/30			1,180		201			201		(5) (7) (8)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

15

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of December 31, 2024 (continued)

(in thousands, except unit and per unit amounts)

Investment (1)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par/Shares(4)		Cost			Fair Value			Footnotes
Ark Data Centers, LLC	IT Services	9.08%	S + 4.75%	11/27/30	$	12,750	$	12,498		$	12,495		(5) (6)
Ark Data Centers, LLC	IT Services		S + 4.75%	11/27/30		7,500		(74	)		(75	)	(5) (8)
Ark Data Centers, LLC	IT Services		S + 4.75%	11/27/30		2,250		(44	)		(45	)	(5) (8)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services	10.36%	S + 6.00%	10/02/29		6,242		6,137			6,180		(5) (6) (7)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services	10.36%	S + 6.00%	10/02/29		2,205		2,172			2,183		(5) (6) (7)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29		1,631		(13	)		(16	)	(5) (7) (8)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29		1,305		(21	)		(13	)	(5) (7) (8)
QBS Parent, Inc. (dba Quorum Software)	IT Services	9.27%	S + 4.75%	11/07/31		9,045		9,000			9,011		(5) (6)
QBS Parent, Inc. (dba Quorum Software)	IT Services		S + 4.75%	11/07/31		955		(5	)		(4	)	(5) (8)
US Signal Company, LLC	IT Services	10.07%	S + 5.50%	09/04/29		15,258		15,113			15,105		(5) (6) (7)
US Signal Company, LLC	IT Services		S + 5.50%	09/04/29		4,695		(44	)		(47	)	(5) (7) (8)
US Signal Company, LLC	IT Services		S + 5.50%	09/04/29		2,347		(22	)		(23	)	(5) (7) (8)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products	10.86%	S + 6.50%	07/18/28		6,449		6,311			6,384		(5) (6) (7)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products	10.88%	S + 6.50%	07/18/28		834		651			658		(5) (7) (8)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products	10.86%	S + 6.50%	07/18/28		419		411			414		(5) (7)
Mandrake Bidco, Inc. (dba Miratech)	Machinery	9.34%	S + 4.75%	08/20/31		19,224		19,039			19,032		(5) (6) (7)
Mandrake Bidco, Inc. (dba Miratech)	Machinery		S + 4.75%	08/20/30		3,076		(29	)		(31	)	(5) (7) (8)
Rotation Buyer, LLC (dba Rotating Machinery Services)	Machinery	9.08%	S + 4.75%	12/26/31		8,938		8,848			8,848		(5) (6)
Rotation Buyer, LLC (dba Rotating Machinery Services)	Machinery		S + 4.75%	12/26/31		2,292		(11	)		(11	)	(5) (8)
Rotation Buyer, LLC (dba Rotating Machinery Services)	Machinery	9.08%	S + 4.75%	12/26/31		1,146		245			245		(5) (8)
Recorded Books Inc. (dba RBMedia)	Media	10.26%	S + 5.75%	09/03/30		5,757		5,607			5,699		(5) (6) (7)
Recorded Books Inc. (dba RBMedia)	Media	10.32%	S + 5.75%	09/03/30		676		663			669		(5) (6) (7)
Recorded Books Inc. (dba RBMedia)	Media		S + 5.75%	08/31/28		471		(11	)		(5	)	(5) (7) (8)
Engage2Excel, Inc.	Professional Services	10.75%	S + 6.50%	07/01/29		6,710		6,617			6,609		(5) (6) (7)
Engage2Excel, Inc.	Professional Services	10.75%	S + 6.50%	07/01/29		551		378			377		(5) (7) (8)
Westwood Professional Services Inc.	Professional Services	9.08%	S + 4.75%	09/19/31		4,106		4,066			4,064		(5) (6) (7)
Westwood Professional Services Inc.	Professional Services	9.26%	S + 4.75%	09/19/31		1,234		282			276		(5) (7) (8)
Westwood Professional Services Inc.	Professional Services		S + 4.75%	09/19/31		617		(6	)		(6	)	(5) (7) (8)
AI Titan Parent, Inc. (dba Prometheus)	Software	9.11%	S + 4.75%	08/29/31		5,872		5,816			5,813		(5) (6) (7)
AI Titan Parent, Inc. (dba Prometheus)	Software		S + 4.75%	08/29/31		1,174		(6	)		(12	)	(5) (7) (8)
AI Titan Parent, Inc. (dba Prometheus)	Software		S + 4.75%	08/29/31		734		(7	)		(7	)	(5) (7) (8)
Arrow Buyer, Inc. (dba Archer Technologies)	Software	10.08%	S + 5.75%	07/01/30		2,912		2,851			2,898		(5) (6) (7)
Arrow Buyer, Inc. (dba Archer Technologies)	Software		S + 5.75%	07/01/30		487		(7	)		(2	)	(5) (7) (8)
Arrow Buyer, Inc. (dba Archer Technologies)	Software	10.08%	S + 5.75%	07/01/30		191		189			190		(5) (7)
Artifact Bidco, Inc. (dba Avetta)	Software	8.83%	S + 4.50%	07/28/31		10,567		10,466			10,461		(5) (6) (7)
Artifact Bidco, Inc. (dba Avetta)	Software		S + 4.50%	07/28/31		2,586		(12	)		(26	)	(5) (7) (8)
Artifact Bidco, Inc. (dba Avetta)	Software		S + 4.50%	07/26/30		1,256		(12	)		(13	)	(5) (7) (8)
Artifact Bidco, Inc. (dba Avetta)	Software		S + 4.50%	07/26/30		591		(5	)		(6	)	(5) (7) (8)
Crewline Buyer, Inc. (dba New Relic)	Software	11.11%	S + 6.75%	11/08/30		7,262		7,100			7,080		(5) (6) (7)
Crewline Buyer, Inc. (dba New Relic)	Software		S + 6.75%	11/08/30		725		(15	)		(18	)	(5) (7) (8)
Onyx CenterSource, Inc.	Software	11.24%	S + 6.50%	12/15/28		6,148		6,032			6,148		(5) (6) (7)
Onyx CenterSource, Inc.	Software	11.24%	S + 6.50%	12/15/28		466		147			155		(5) (7) (8)
Rocky Debt Merger Sub, LLC (dba NContracts)	Software	9.61%	S + 5.25% (Incl. 2.75% PIK)	09/01/31		16,036		15,883			15,876		(5) (6) (7)
Rocky Debt Merger Sub, LLC (dba NContracts)	Software		S + 5.25% (Incl. 2.75% PIK)	09/01/31		4,582		(22	)		(46	)	(5) (7) (8)
Rocky Debt Merger Sub, LLC (dba NContracts)	Software		S + 5.25% (Incl. 2.75% PIK)	09/01/31		1,833		(17	)		(18	)	(5) (7) (8)
Rubrik, Inc.	Software	11.67%	S + 7.00%	08/17/28		8,774		8,705			8,774		(5) (6) (7)
Rubrik, Inc.	Software	11.67%	S + 7.00%	08/17/28		1,226		1,153			1,162		(5) (7) (8)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

16

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of December 31, 2024 (continued)

(in thousands, except unit and per unit amounts)

Investment (1)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par/Shares(4)		Cost			Fair Value			Footnotes
Runway Bidco, LLC (dba Redwood Software)	Software	9.33%	S + 5.00%	12/17/31	$	13,721	$	13,584		$	13,584		(5) (6)
Runway Bidco, LLC (dba Redwood Software)	Software		S + 5.00%	12/17/31		3,409		(17	)		(17	)	(5) (8)
Runway Bidco, LLC (dba Redwood Software)	Software		S + 5.00%	12/17/31		1,705		(17	)		(17	)	(5) (8)
Singlewire Software, LLC	Software	9.58%	S + 5.25%	05/10/29		7,766		7,576			7,688		(5) (6) (7)
Singlewire Software, LLC	Software		S + 5.25%	05/10/29		1,438		(33	)		(14	)	(5) (7) (8)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail	9.08%	S + 4.75%	06/02/31		8,537		8,457			8,452		(5) (6) (7)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail	9.16%	S + 4.75%	06/02/31		4,664		1,790			1,774		(5) (7) (8)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail		S + 4.75%	05/31/30		1,089		(10	)		(11	)	(5) (7) (8)
Ortholite, LLC	Textiles, Apparel & Luxury Goods	10.58%	S + 6.25%	09/29/27		2,846		2,799			2,818		(5) (6) (7)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	10.11%	S + 5.75%	10/07/30		3,257		3,186			3,224		(5) (6) (7)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	10.11%	S + 5.75%	10/07/30		2,574		1,776			1,800		(5) (7) (8)
NCWS Intermediate, Inc. (dba National Carwash Solutions)	Trading Companies & Distributors	9.83%	S + 5.50% (Incl. 2.25% PIK)	12/31/29		12,757		12,584			11,991		(5) (6) (7)
NCWS Intermediate, Inc. (dba National Carwash Solutions)	Trading Companies & Distributors	9.59%	S + 5.50%	12/31/29		1,494		189			120		(5) (7) (8)
NCWS Intermediate, Inc. (dba National Carwash Solutions)	Trading Companies & Distributors	9.83%	S + 5.50%	12/31/29		897		93			46		(5) (7) (8)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	9.33%	S + 5.00% (Incl. 1.75% PIK)	04/09/30		13,864		13,842			13,795		(5) (6)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors		S + 5.00% (Incl. 1.75% PIK)	04/09/30		979		(1	)		(5	)	(5) (8)
United Flow Technologies Intermediate Holdco II, LLC	Trading Companies & Distributors	9.58%	S + 5.25%	06/23/31		13,347		13,157			13,213		(5) (6) (7)
United Flow Technologies Intermediate Holdco II, LLC	Trading Companies & Distributors	9.89%	S + 5.25%	06/23/31		7,433		671			654		(5) (7) (8)
United Flow Technologies Intermediate Holdco II, LLC	Trading Companies & Distributors		S + 5.25%	06/21/30		1,487		(20	)		(15	)	(5) (7) (8)
Total 1st Lien/Senior Secured Debt								562,624			562,474
1st Lien/Last-Out Unitranche (11) - 9.9%
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services	10.61%	S + 6.25%	12/07/28	$	6,255	$	6,204		$	6,193		(5) (6) (7)
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services	10.61%	S + 6.25%	12/07/28		3,745		2,715			2,707		(5) (7) (8)
K2 Towers III, LLC	Wireless Telecommunication Services	10.89%	S + 6.55%	12/06/28		10,000		9,203			9,186		(5) (7) (8)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services	10.96%	S + 6.61%	12/22/28		3,682		3,649			3,645		(5) (6) (7)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services	10.96%	S + 6.61%	12/22/28		2,305		399			396		(5) (7) (8)
Tarpon Towers II LLC	Wireless Telecommunication Services	11.18%	S + 6.83%	02/01/29		3,143		3,115			3,111		(5) (6) (7)
Tarpon Towers II LLC	Wireless Telecommunication Services	11.19%	S + 6.83%	02/01/29		1,858		405			401		(5) (7) (8)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services	12.19%	S + 7.00%	08/24/28		6,222		6,155			6,160		(5) (6) (7)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services	11.70%	S + 7.00%	08/24/28		3,778		1,451			1,451		(5) (7) (8)
Towerco IV Holdings, LLC	Wireless Telecommunication Services	8.21%	S + 3.75%	08/31/28		7,666		6,375			6,386		(5) (6) (7) (8)
Total 1st Lien/Last-Out Unitranche								39,671			39,636
Total United States							$	602,295		$	602,110
Total Debt Investments							$	602,295		$	602,110

The accompanying notes are an integral part of these unaudited consolidated financial statements.

17

Phillip Street Middle Market Lending Fund LLC

Consolidated Schedule of Investments as of December 31, 2024 (continued)

(in thousands, except unit and per unit amounts)

Investment (1)	Industry (2)	Initial Acquisition Date(13)	Shares(4)		Cost		Fair Value		Footnotes
Equity Securities - 0.6%
United States - 0.6%
Common Stock - 0.6%
VisionSafe Parent, LLC	Aerospace & Defense	04/19/24		255	$	254	$	316	(5) (7) (12)
RPC ABC Investment Holdings LLC (dba ABC Plumbing)	Diversified Consumer Services	04/26/24		1,992,620		1,993		1,993	(5) (7) (10) (12)
Total Common Stock						2,247		2,309
Total United States					$	2,247	$	2,309
Total Equity Securities						2,247		2,309
Total Investments - 150.3%					$	604,542	$	604,419
Investments in Affiliated Money Market Fund - 2.3%
United States - 2.3%
Goldman Sachs Financial Square Government Fund - Institutional Shares				9,228,570	$	9,229	$	9,229	(14) (15)
Total Investments in Affiliated Money Market Fund					$	9,229	$	9,229
Total United States					$	9,229	$	9,229
Total Investments and Investments in Affiliated Money Market Fund - 152.6%					$	613,771	$	613,648

(1) Percentages are based on members' capital.

(2) For Industry subtotal and percentage, see Note 4 "Investments."

(3) Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either Euribor ("E"), SOFR including SOFR adjustment, if any, ("S") at the borrower's option, which reset periodically based on the terms of the credit agreement. S loans are typically indexed to 12 month, 6 month, 3 month or 1 month S rates. As of December 31, 2024, the rate for the 1 month S was 4.33%, 3 month S was 4.31%, 6 month S was 4.25% and 1 month B was 4.32%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2024.

(4) Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Australian Dollars ("AUD"), or Euros ("EUR").

(5) Represents co-investments made with the Company's affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

(6) All, or a portion of, the assets are pledged as collateral for the revolving credit facility with Ally Bank (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Facility”). See Note 6 “Debt”.

(7)  The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement".

(8) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and Contingencies".

(9) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2024, the aggregate fair value of these securities is $22,937 or 3.6% of the Company’s total assets.

(10) As defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.

(11) In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.

(12) Non-income producing security.

(13) Securities exempt from registration under the Securities Act of 1933 and may be deemed to be “restricted securities”. As of December 31, 2024, the aggregate fair value of these securities is $2,309 or 0.6% of the Company's net assets. The initial acquisition dates have been included for such securities.

(14) The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.

(15) The annualized seven-day yield as of December 31, 2024 is 4.42%.

PIK - Payment-In-Kind

The accompanying notes are an integral part of these unaudited consolidated financial statements.

18

Phillip Street Middle Market Lending Fund LLC

Notes to the Consolidated Financial Statements

(in thousands, except unit and per unit amounts)

(Unaudited)

1. ORGANIZATION

Phillip Street Middle Market Lending Fund LLC (the “Company”) is a Delaware limited liability company formed on July 13, 2022. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the Company has elected to be treated as a regulated investment company (“RIC”), and the Company expects to qualify annually for tax treatment as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2022. The Company commenced operations on October 6, 2022. On November 2, 2022, the Company's initial investors (other than the Initial Member (as defined below)) funded the initial portion of their capital commitment to purchase units of the Company’s limited liability interest (“Units”).

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc. (“GS Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.

The Company is conducting an offering pursuant to which investors will make a capital commitment (a “Commitment”) to purchase Units pursuant to a subscription agreement entered into with the Company pursuant to which the investor will agree to purchase Units for an aggregate purchase price equal to its Commitment. Each investor will be required to purchase the Company’s Units each time the Company delivers a drawdown notice at least 10 business days prior to the required funding date (the “Drawdown Date”). The offering and sale of Units will be exempt from registration pursuant to Regulation D and Regulation S promulgated under the U.S. Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering and for offers and sale of securities outside of the United States.

On October 6, 2022, the Company received a capital commitment of $10 from an affiliate of the Investment Adviser (the “Initial Member”). The Initial Member was the sole owner of the Company’s interests until the period beginning on the first date on which investors in the Company are required to make the initial capital contribution to purchase Units, and Units are issued in respect thereof (the “Initial Drawdown Date”).

On October 19, 2022, the Company began accepting subscription agreements ("Subscription Agreements") from investors acquiring Units of the Company in the Company's private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On March 1, 2023, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an amended and restated limited liability company agreement.

The Company has formed wholly-owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain equity or equity-like investments in portfolio companies and corporate debt of portfolio companies.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2024, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 4, 2025. The results for the three months

19

ended March 31, 2025 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.

As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

Basis of Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly-owned subsidiaries, Phillip Street Middle Market Lending Investments LLC ("SPV"), Phillip Street Middle Market Lending Investments Holdings LLC, and PSLF Blocker I, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount ("OID") and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income, for which the Company has earned the following:

	For the Three Months Ended		For the Three Months Ended
	March 31, 2025		March 31, 2024
Prepayment premiums	$	1	$	2
Accelerated amortization of upfront loan origination fees and unamortized discounts	$	31	$	76

Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another Account (as defined below) managed by the Investment Adviser.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Certain investments may have contractual payment-in-kind ("PIK") interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.

Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of March 31, 2025 and December 31, 2024, the Company did not have any investments on non-accrual status.

20

Investments

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent price sources. In the absence of quoted market prices, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee (the "Valuation Designee") designated by the Board of Directors, pursuant to Rule 2a-5 under the Investment Company Act.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement”.

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has designated to the Investment Adviser day-to-day responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing sources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing sources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the Valuation Designee, the Investment Adviser is primarily responsible for the valuation of the Company’s assets, subject to the oversight of the Board of Directors, as described below:

(1)The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the valuation of the portfolio investment;

(2)The Valuation Designee also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Valuation Designee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

(3)The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the controllers group of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee (the “Asset Management Private Investment Valuation and Side Pocket Working Group”), which is comprised of a number of representatives from different functions and areas of expertise related to GSAM’s business and controls who are independent of the investment decision making process;

(4)The Asset Management Private Investment Valuation and Side Pocket Working Group reviews and preliminarily approves the fair valuations and makes fair valuation recommendations to the Asset Management Valuation Committee;

(5)The Asset Management Valuation Committee reviews the valuation information provided by the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors. The Asset Management Valuation Committee then assesses such valuation recommendations; and

21

(6)Through the Asset Management Valuation Committee, the Valuation Designee, discusses the valuations, provides written reports to the Board of Directors on at least a quarterly basis, and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Asset Management Valuation Committee, the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors.

Money Market Funds

Investments in money market funds are valued at net asset value (“NAV”) per share. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash

Cash consists of deposits held at State Street Bank and Trust Company (in such capacity, the "Custodian"). As of March 31, 2025 and December 31, 2024, the Company held an aggregate cash balance of $15,554 and $11,353, respectively. Foreign currency of $225 and $167 (acquisition cost of $230 and $174) is included in cash as of March 31, 2025 and December 31, 2024, respectively.

Foreign Currency Translation

Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities, if any, are included with the net change in unrealized appreciation (depreciation) from foreign currency translations in the Consolidated Statements of Operations.

Foreign securities and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.

Income Taxes

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statements of Operations.

The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

The Company elected to be treated as a RIC commencing with its taxable year ended December 31, 2022. So long as the Company maintains its qualification for tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its unitholders (the "Unitholders") as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s Unitholders and will not be reflected in the consolidated financial statements of the Company.

22

To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its Unitholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to Unitholders without reducing the Company’s required distribution. The Company will accrue excise tax on estimated undistributed taxable income as required.

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.

Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce a Unitholder’s tax basis in its Units. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to Units or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to Unitholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its Unitholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its Unitholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to Unitholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

The Company has a distribution reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors unless a Unitholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the Unitholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional Units, rather than receiving the cash distribution. If the distribution is subject to withholding tax as described above, only the net after-tax amount will be reinvested in additional Units. Unitholders who receive distributions in the form of additional Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions and, for this purpose, Unitholders receiving distributions in the form of Units will generally be treated as receiving distributions equal to the amount of cash that would have been received if the Unitholder had received the distribution in cash; however, since the cash distributions of participants in the plan will be reinvested, those Unitholders will not receive cash with which to pay any applicable taxes.

Deferred Financing Costs

Deferred financing costs consist of fees and expenses paid in connection with the closing of and amendments to the revolving credit facility with Ally Bank (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Facility”). These costs are amortized using the straight-line method over the term of the Credit Facility. Deferred financing costs related to the Credit Facility are presented separately as an asset on the Company’s Consolidated Statements of Financial Condition.

Organization Costs

Organization costs include costs relating to the formation and organization of the Company. These costs were expensed as incurred. Upon the Initial Drawdown Date, Unitholders bore such costs. Unitholders making capital commitments after the Initial Drawdown Date will bear a pro rata portion of such costs at the time of their first investment in the Company.

Offering Costs

Offering costs consist primarily of fees and expenses incurred in connection with the continuous offering of Units, including legal, printing and other costs, as well as costs associated with the preparation and filing of the Company’s registration statement on Form 10. Offering costs are recognized as a deferred charge and are amortized on a straight-line basis over 12 months beginning on the date of commencement of operations.

23

Segment Reporting

In accordance with ASC 280 – Segment reporting, the Company has determined that it operates through a single operating and reporting segment with the investment objectives to generate current income and, to a lesser extent, capital appreciation through direct origination of secured debt, unsecured debt and select equity investments. The chief operating decision maker (“CODM”) is comprised of the Company’s chief executive officers, chief financial officer and chief operating officer. The CODM uses Net increase (decrease) in members' capital from operations in the Company’s Consolidated Statements of Operations to assess the Company’s performance and allocate resources. The evaluation and assessment of this metric is used in implementing investment policy decisions, managing the Company’s portfolio, evaluation of the Company’s distribution policy and assessing the performance of the portfolio. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statements of Financial Condition as "Total members' capital" and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Management and Advisory Agreement

The Company entered into an investment management and advisory agreement effective as of October 19, 2022 (the “Investment Management Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), accrued and payable quarterly in arrears. The Management Fee is calculated at, (i) prior to the calendar quarter-end that the aggregate amount of capital contributions to the Company made by Unitholders equals or exceeds $450 million, 0.325% (i.e., an annual rate of 1.30%), and (ii) on and after such date 0.2375% (i.e., an annual rate of 0.95%), in each case, of the average NAV of the Company at the end of the then-current calendar quarter and the prior calendar quarter. For the avoidance of doubt, the Management Fee for the Company's first quarter (i.e., the period beginning on the Initial Drawdown Date and ending on the last day of the quarter in which the Initial Drawdown Date occurred) shall be equal to 0.325% (i.e., an annual rate of 1.30%) of the average of the Company's NAV at the end of such quarter and zero. The Management Fee for any partial quarter will be appropriately prorated. The Management Fee will be reduced by an amount equal to any fees the Investment Adviser earns for any affiliated money market funds in which the Company invests.

For the three months ended March 31, 2025 and 2024, Management Fees amounted to $1,333 and $572. As of March 31, 2025, $1,333 remained payable.

Incentive Fee

The Company pays to the Investment Adviser a quarterly incentive fee (the “Incentive Fee”) with respect to pre-incentive fee net investment income (as defined below) as follows:

(a) First, no Incentive Fee will be payable to the Investment Adviser based on pre-incentive fee net investment income in any calendar quarter in which our pre-incentive fee net investment income does not exceed a hurdle rate of 1.25% of the Company's NAV (5.0% annualized) (the “Hurdle Rate”); and

(b) Thereafter, the Investment Adviser will be entitled to receive 15% of the pre-incentive fee net investment income, if any, that exceeds 1.25% of the Company's NAV in any calendar quarter (5.0% annualized), which reflects that once the Hurdle Rate is reached, 15% of all pre-incentive fee net investment income in excess of the Hurdle Rate is paid to the Investment Adviser.

The Hurdle Rate will be determined on a quarterly basis, and will be calculated by multiplying 1.25% by the Company's NAV at the beginning of each applicable calendar quarter, adjusted for the Company’s subscriptions and distributions during the applicable calendar quarter. The Incentive Fee will be calculated and paid quarterly in arrears. The Incentive Fee is a fee owed by the Company to the Investment Adviser and is not paid out of distributions made to Unitholders.

Pre-incentive fee net investment income means interest income, distribution income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base Management Fee, expenses payable to State Street Bank and Trust Company under the Administration Agreement (as defined below), any interest expense and distributions paid on any issued and outstanding private equity securities (the “Preferred Units”), but excluding the Incentive Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return to Unitholders the Incentive Fee it receives on PIK interest that is later determined to be uncollectible in cash.

24

For the three months ended March 31, 2025 and 2024, the Company accrued Incentive Fees of $723 and $260, respectively. As of March 31, 2025, $723 remained payable in accordance with the terms of the Investment Advisory Agreement.

Administration and Custodian Fees

The Company has entered into an administration agreement (the "Administration Agreement") with State Street Bank and Trust Company ("the Administrator") under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines to be commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company's Custodian.

For the three months ended March 31, 2025 and 2024, the Company incurred expenses for services provided by the Administrator and the Custodian of $156 and $85. As of March 31, 2025, $150 remained payable.

Transfer Agent Fees

State Street Bank and Trust Company serves as the Company’s transfer agent (the “Transfer Agent”), registrar and disbursing agent. For the three months ended March 31, 2025 and 2024, the Company incurred expenses for services provided by the Transfer Agent of $13 and $13, respectively. As of March 31, 2025, $19 remained payable.

Affiliates

GSAM Holdings, LLC owned 500 of the Company's Units as of March 31, 2025 and December 31, 2024. The following table presents the Company’s affiliated investments (including investments in money market funds, if any):

	Beginning Fair Value Balance		Gross Additions (1)		Gross Reductions(2)			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Ending Fair Value Balance		Dividend, Interest and Other Income
For the Three Months Ended March 31, 2025
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund - Institutional Shares	$	9,229	$	82,317	$	(75,977	)	$	—	$	—		$	15,569	$	161
ABC Investment Holdco Inc. (dba ABC Plumbing)		10,874		486		(20	)		—		(288	)		11,052		261
Total Non-Controlled Affiliates	$	20,103	$	82,803	$	(75,997	)	$	—	$	(288	)	$	26,621	$	422
For the Year Ended December 31, 2024
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund - Institutional Shares	$	9,542	$	508,196	$	(508,509	)	$	—	$	—		$	9,229	$	875
ABC Investment Holdco Inc. (dba ABC Plumbing)	$	—	$	11,187	$	(284	)	$	—	$	(29	)	$	10,874	$	661
Total Non-Controlled Affiliates	$	9,542	$	519,383	$	(508,793	)	$	—	$	(29	)	$	20,103	$	1,536

(1)Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(2)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses on behalf of the Company in the ordinary course of business. As of March 31, 2025 and December 31, 2024, there were $102 and $36, respectively, included within Professional fees payable and $37, and $26, respectively, included within Interest and other debt expenses payable that were paid by the Investment Adviser and its affiliates on behalf of the Company.

25

Co-Investment Activity

In certain circumstances, the Company can make negotiated co-investments pursuant to an exemptive order from the SEC permitting it to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which the Company expects to rely to co-invest alongside certain other client accounts managed by the Investment Adviser (collectively with the Company, the “Accounts”), which may include proprietary accounts of Goldman Sachs, in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (as amended, the “Relief”). On June 25, 2024, the SEC granted an amendment to the Relief, which permits the Company to participate in follow-on investments in the Company’s existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or registered investment companies, have an investment in such existing portfolio company. Additionally, if the Investment Adviser forms other funds in the future, the Company may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs. The Goldman Sachs Asset Management Private Credit Team is composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s Unitholders and do not involve overreaching in respect of the Company or its Unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s Unitholders and is consistent with the then-current investment objectives and strategies of the Company.

4. INVESTMENTS

The Company’s investments (excluding investments in money market funds, if any) consisted of the following:

	March 31, 2025				December 31, 2024
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	635,170	$	634,797	$	562,624	$	562,474
1st Lien/Last-Out Unitranche		40,526		40,468		39,671		39,636
Common Stock		2,247		2,007		2,247		2,309
Total investments	$	677,943	$	677,272	$	604,542	$	604,419

The industry composition of the Company’s investments as a percentage of fair value and net assets was as follows:

	March 31, 2025						December 31, 2024
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Software		15.2	%		24.5	%		13.3	%		19.8	%
Commercial Services & Supplies		9.3			14.9			8.0			12.1
Diversified Consumer Services		9.1			14.7			9.1			13.7
Financial Services		8.5			13.7			7.7			11.6
IT Services		7.7			12.4			7.4			11.1
Trading Companies & Distributors		7.4			11.9			7.4			11.1
Wireless Telecommunication Services		6.0			9.6			6.6			9.9
Construction & Engineering		5.8			9.3			5.8			8.7
Machinery		4.0			6.5			4.6			7.0
Food Products		3.7			6.0			4.2			6.3
Hotels, Restaurants & Leisure		2.9			4.7			3.2			4.9
Containers & Packaging		2.9			4.7			3.2			4.9
Insurance		2.5			4.0			2.7			4.1
Health Care Equipment & Supplies		2.4			3.9			2.6			3.9
Health Care Technology		2.2			3.5			2.4			3.6
Professional Services		1.6			2.6			1.9			2.8
Specialty Retail		1.6			2.6			1.7			2.5
Health Care Providers & Services		1.2			2.0			1.4			2.1
Leisure Products		1.1			1.8			1.2			1.9
Media		1.0			1.6			1.1			1.6
Electrical Equipment		0.9			1.5			1.1			1.6
Chemicals		0.7			1.2			0.8			1.2
Distributors		0.7			1.2			0.8			1.2
Consumer Staples Distribution & Retail		0.7			1.0			0.7			1.1
Aerospace & Defense		0.5			0.8			0.6			0.9
Textiles, Apparel & Luxury Goods		0.4			0.7			0.5			0.7
Total		100.0	%		161.3	%		100.0	%		150.3	%

26

The geographic composition of the Company’s investments at fair value was as follows:

Geographic	March 31, 2025			December 31, 2024
United States		100.0	%		100.0	%
Total		100.0	%		100.0	%

5. FAIR VALUE MEASUREMENT

The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

Basis of Fair Value Measurement

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.

The following table presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.

27

Level 2 Instruments	Valuation Techniques and Significant Inputs
Equity and Fixed Income	The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments. Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.
Derivative Contracts	Over-the-counter ("OTC") derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.