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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2026

 

 

Phillip Street BDC LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-01579   92-0758632

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

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

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

Phillip Street Middle Market Lending Fund LLC

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

None   None   None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

 
 


Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 24, 2026, Phillip Street BDC LLC (the “Company”) changed its name from “Phillip Street Middle Market Lending Fund LLC” to “Phillip Street BDC LLC” by filing a certificate of amendment to its Certificate of Formation (the “Certificate of Formation Amendment”) with the Secretary of State of the State of Delaware.

The foregoing description of the Certificate of Formation Amendment is only a summary and is qualified in its entirety by reference to the full text of the Certificate of Formation Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit

Number

   Description

3.1

   Amendment to Certificate of Formation.

104

   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

Phillip Street BDC LLC

(Registrant)

Date: April 30, 2026     By:  

/s/ Vivek Bantwal

    Name:   Vivek Bantwal
    Title:   Co-Chief Executive Officer
    By:  

/s/ David Miller

    Name:   David Miller
    Title:   Co-Chief Executive Officer