T Series Middle Market Loan Fund LLC

03/02/2026 | Press release | Distributed by Public on 03/02/2026 15:49

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per unit amounts, unless otherwise indicated)

The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K, "Financial Statements and Supplementary Data." This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of this Form 10-K, "Risk Factors." Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" appearing elsewhere in this Form 10-K.

OVERVIEW

We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We are externally managed by our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley.

Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. For purposes of this Report, "middle-market companies" refers to companies that, in general, generate annual EBITDA in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.

We invest primarily in directly originated senior secured term loans including first lien senior secured term loans and second lien senior secured term loans, higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of LBOs, acquisitions, debt refinancings, recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark (such as SOFR).

We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity investments and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Pursuant to the Order, we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Entities (each as defined in the Order), which may include proprietary accounts of Morgan Stanley, in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. The Order contains certain conditions and requires the Board to maintain oversight of our participation in the co-investment program. The Order also requires a "required majority" (as defined in Section 57(o) of the 1940 Act) of our eligible directors to make certain conclusions pursuant to Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including co-investment transactions in which an affiliate is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions on investments.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions of income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as SOFR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment Adviser pursuant to the Investment Advisory Agreement; (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the Administration Agreement between us and the Administrator; and (iii) other operating expenses as detailed below:

•
initial organization costs and offering costs incurred prior to the filing of our election to be regulated as a BDC;
•
costs associated with any private offerings of our Common Units, and any other securities offerings;
•
calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);
•
out of pocket expenses, including travel expenses, incurred by the Investment Adviser, or members of its investment team or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if necessary, enforcing our rights;
•
base management fees and any incentive fee payable under the Investment Advisory Agreement;
•
certain costs and expenses relating to distributions paid by us;
•
administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;
•
arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements;
•
the allocated costs incurred by the Investment Adviser in providing managerial assistance to those portfolio companies that request it;
•
amounts payable to third parties relating to, or associated with, sourcing, evaluating, making, holding, settling, clearing, monitoring, holding or disposing of prospective or actual investments;
•
the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;
•
dues and expenses incurred in connection with membership industry or trade organizations;
•
distribution payment agent, transfer agent and custodial fees and expenses;
•
costs of derivatives and hedging;
•
federal, state and local registration fees;
•
any fees payable to rating agencies;
•
U.S. federal, state and local taxes, including any excise taxes;
•
costs incurred in connection with the formation or maintenance of entities or vehicles to hold the our assets for tax or other purposes;
•
independent director fees and expenses;
•
costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of 1940 Act compliance, Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including the compensation of professionals responsible for the preparation or review of the foregoing;
•
the costs of any reports, proxy statements or other notices to our unitholders (including printing and mailing costs), the costs of any unitholders' meetings, and costs and expenses of preparation for the foregoing and related matters;
•
the costs of specialty and custom software for monitoring risk, compliance and overall investments;
•
any fidelity bond required by applicable law;
•
any necessary insurance premiums;
•
any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company),
•
direct fees and expenses associated with independent audits, agency, consulting and legal costs;
•
cost of winding up; and
•
all other expenses incurred by either the Administrator or us in connection with administering our business, and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services including, but not limited to, the fees and expenses associated with performing compliance functions.

We reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio is presented below:

December 31, 2025

December 31, 2024

Cost

Fair Value

% of Total
Investments
at Fair
Value

Cost

Fair Value

% of Total
Investments
at Fair
Value

First Lien Debt

$

2,184,395

$

2,141,391

97.9

%

$

2,016,560

$

1,997,629

98.4

%

Second Lien Debt

17,092

17,401

0.8

7,733

7,771

0.4

Other Debt Investments

8,128

8,029

0.4

4,494

4,527

0.2

Equity

24,369

19,127

0.9

19,814

19,829

1.0

Total

$

2,233,984

$

2,185,948

100.0

%

$

2,048,601

$

2,029,756

100.0

%

Our debt portfolio displayed the following characteristics of each of our investments unless(1),(2) otherwise noted:

As of

December 31,
2025

December 31,
2024

Number of portfolio companies

202

172

Number of new investment commitments in portfolio companies

40

54

Number of investments commitments exited or fully repaid

10

8

Percentage of debt investments bearing a floating rate, at fair value

99.6

%

99.6

%

Percentage of debt investments bearing a fixed rate, at fair value

0.4

%

0.4

%

Weighted average yield on debt and income producing investments, at cost(3)

9.1

%

10.3

%

Weighted average yield on debt and income producing investments, at fair value(3)

9.3

%

10.4

%

Weighted average yield on total portfolio, at cost(4)

9.0

%

10.2

%

Weighted average yield on total portfolio, at fair value(4)

9.2

%

10.3

%

Weighted average 12-month EBITDA

$

171.7

$

174.3

Median 12-month EBITDA

93.0

91.2

Weighted average net leverage through tranche(5)

6.1x

6.1x

Weighted average interest coverage(6)

1.7x

1.5x

Weighted average loan to value(7)

41.2

%

40.6

%

Percentage of debt investments with one or more financial covenants

47.9

%

55.7

%

Percentage of our debt investments that are sponsor backed

98.4

%

99.9

%

Percentage of loans and other debt in support of LBOs and acquisitions

65.2

%

66.3

%

Percentage of our debt portfolio subject to business cycle volatility

5.3

%

6.2

%

Percentage of our total portfolio on non-accrual, at cost

2.6

%

0.9

%

Average position size of our investments

$

10.80

$

11.80

(1)
Calculated as a percentage of gross debt commitments (funded and unfunded). Weighted average EBITDA, net leverage through the tranche in which the Company is a lender and loan to value exclude recurring revenue investments, which are investments in portfolio companies to which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA.
(2)
Amounts were derived from investment due diligence information provided by the portfolio company. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.
(3)
Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on debt securities divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.
(4)
Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on all investments of the Company divided by (b) total investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.
(5)
Net leverage is the ratio of total debt minus cash divided by EBITDA and taking into account leverage through the tranche in which the Company is a lender, excluding recurring revenue investments.
(6)
Interest coverage for a particular portfolio company is calculated by taking credit agreement EBITDA and dividing by annualized latest reported interest expense. Total interest coverage is calculated on a weighted average basis based on total gross debt commitments (funded and unfunded). Calculation excludes recurring revenue deals which are investments in portfolio companies to which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.
(7)
Calculated using total outstanding debt through the tranche in which the Company is a lender divided by total enterprise value from the private equity sponsor or market comparables.

Investment Activity

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):

As of and For the Year Ended

December 31,
2025

December 31,
2024

December 31, 2023

New investments committed

Gross principal balance(1)

$

477,270

$

719,567

$

606,153

Less: Syndications

-

-

42,510

Net new investments committed

$

477,270

$

719,567

$

563,643

Investments, at cost

Investments, beginning of period

$

2,048,601

$

1,705,090

$

1,264,933

New investments purchased

444,067

641,206

605,670

Net accretion of discount on investments

7,565

8,242

5,837

Payment-in-kind

11,934

8,974

3,515

Net realized gain (loss) on investments

(10,937

)

(12,643

)

60

Investments sold or repaid

(267,246

)

(302,268

)

(174,925

)

Investments, end of period

$

2,233,984

$

2,048,601

$

1,705,090

Principal amount of investments funded

First lien debt

$

447,488

$

645,059

$

614,718

Second lien debt

-

-

4,356

Other debt investments

-

2,649

-

Equity (2)

539

549

908

Total

$

448,027

$

648,257

$

619,982

Amount of investments sold/fully repaid, at principal

First lien debt

$

82,506

$

227,092

$

81,285

Second lien debt

-

3,300

-

Other securities

2,357

-

-

Total

$

84,863

$

230,392

$

81,285

(1)
Includes new investment commitments, excluding sale/repayments and including unfunded investment commitments.
(2)
Represents dollar amount of equity funded.

Investment Performance Rating

As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser's ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser's Internal Risk Rating system:

Risk Rating 1 - In the opinion of our Investment Adviser, investments in Risk Rating 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 1 investment performance is above our initial underwriting expectations and the business trends and risk factors present are generally favorable, which trends or factors may include the performance of the portfolio company or the likelihood of a potential exit.

Risk Rating 2 - In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Risk Rating 2.

Risk Rating 3 - In the opinion of our Investment Adviser, investments in Risk Rating 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as due to declining financial performance and non-compliance with debt covenants; however, principal and interest payments are not more than 120 days past due.

Risk Rating 4 - In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan's risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance, and payments are substantially delinquent. For Risk Rating 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.

The distribution of our portfolio on the Investment Adviser's Internal Risk Rating System as of December 31, 2025 and December 31, 2024 was as follows:

December 31, 2025

December 31, 2024

Fair Value

% of
Portfolio

Fair Value

% of
Portfolio

Risk rating 1

$

972

-

%

$

-

-

%

Risk rating 2

2,080,283

95.2

1,948,548

96.0

Risk rating 3

71,335

3.3

67,300

3.3

Risk rating 4

33,358

1.5

13,908

0.7

$

2,185,948

100.0

%

$

2,029,756

100.0

%

The table below presents the amortized cost of our performing and non-accrual debt investments as of the following periods:

December 31, 2025

December 31, 2024

Amortized
Cost

% of Total

Amortized
Cost

% of Total

Performing

$

2,175,515

97.4

%

$

2,029,874

99.1

%

Non-accrual (1)

58,469

2.6

18,727

0.9

Total

$

2,233,984

100.0

%

$

2,048,601

100.0

%

(1) As of December 31, 2025 and December 31, 2024 the company had certain investments in three and one portfolio companies, respectively, that were on non-accrual.

Investments are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is reversed when an investment is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the investment is placed on non-accrual status. We may determine to not place an investment on non-accrual status if the investment has sufficient collateral value and is in the process of collection.

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:

For the Year Ended

December 31,
2025

December 31,
2024

Total investment income

$

214,577

$

224,794

Less: Total expenses

94,487

103,322

Net investment income before taxes

120,090

121,472

Less: Excise tax expense

168

176

Net investment income after taxes

119,922

121,296

Net change in unrealized appreciation (depreciation)

(30,102

)

(850

)

Net realized gain (loss)

(10,924

)

(12,637

)

Net increase (decrease) in Members' Capital resulting from operations

$

78,896

$

107,809

Investment Income

Investment income was as follows:

For the Year Ended

December 31,
2025

December 31,
2024

Investment income:

Interest income

$

199,265

$

211,437

Payment-in-kind

10,528

7,795

Dividend income

1,819

1,506

Other income

2,965

4,056

Total Investment Income

$

214,577

$

224,794

In the table above, total investment income decreased from $224,794 for the year ended December 31, 2024 to $214,577 for the year ended December 31, 2025. This was due to a decrease in our weighted average yield at cost of 9.1% at December 31, 2025 as compared to 10.3% at December 31, 2024, which was primarily driven by the reduction in base rates and repricing on our existing portfolio. This was partially offset by an increase in our investment portfolio at amortized cost from $2,048,601 as of December 31, 2024 to $2,233,984 as of December 31, 2025.

Additionally, for the year ended December 31, 2025, we recorded $1,910 of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $2,808 for the same period in the prior year, primarily as a result of decreased prepayments.

Expenses

Expenses were as follows:

For the Year Ended

December 31,
2025

December 31,
2024

Expenses:

Interest and other financing expenses

$

73,375

$

82,897

Management fees

4,225

3,819

Income based incentive fees

11,140

11,269

Professional fees

3,062

2,761

Directors' fees

205

207

General and other expenses

2,480

2,369

Total expenses

$

94,487

$

103,322

Excise tax expense

$

168

$

176

Interest Expense and Other Financing Expenses

In the table above, interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, decreased from $82,897 for the year ended December 31, 2024 to $73,375 for the year ended December 31, 2025. The decrease was primarily driven by the reduction in base rates, repricing of existing applicable margins and lower unused fees. This was partially offset by an increase in our debt outstanding (at par) from $1,013,941 as of December 31, 2024 to $1,112,958 as of December 31, 2025.

Management Fees

Management fees were $4,225 and $3,819 for the year ended December 31, 2025 and December 31, 2024, respectively. The increase was primarily due to an increase in capital called during the fourth quarter of 2024, resulting in a higher total average capital called balance during the fiscal year ended 2025 compared to the capital called balance during the fiscal year ended 2024.

Incentive Fees

The income-based incentive fees were $11,140 and $11,269 for the year ended December 31, 2025 and December 31, 2024, respectively. The decrease was primarily due to a decrease in pre-incentive fee net investment income.

Professional Fees and Other Expenses

Professional fees include legal, audit, tax, valuation and other professional fees incurred related to the management of our Company. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs.

Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments

For the Year Ended

December 31,
2025

December 31,
2024

Realized and unrealized gains (losses) on investment transactions:

Net realized gain (loss):

Non-controlled/non-affiliated investments

$

(10,945

)

$

(12,643

)

Foreign currency and other transactions

21

6

Net realized gain (loss)

(10,924

)

(12,637

)

Net change in unrealized appreciation (depreciation):

Non-controlled/non-affiliated investments

(28,918

)

(798

)

Non-controlled/affiliated investments

(1,268

)

-

Translation of assets and liabilities in foreign currencies

84

(52

)

Net change in unrealized appreciation (depreciation)

(30,102

)

(850

)

Net realized and unrealized gains (losses)

$

(41,026

)

$

(13,487

)

For the year ended December 31, 2025, net realized loss on our investments was $10,924, which was primarily due to the sale/repayment on certain equity positions and the restructuring of certain portfolio companies.

For the year ended December 31, 2024, net realized loss on our investments was $12,637, which was primarily due to the restructuring of three portfolio companies.

For the year ended December 31, 2025, net change in unrealized depreciation on our investments of $30,102 was primarily the result of the changes in spreads in the secondary markets as well as financial performance in certain portfolio companies.

For the year ended December 31, 2024, net change in unrealized depreciation on our investments of $850 was primarily driven by changes in spreads in the primary and secondary markets, partially offset by the reversal of unrealized depreciation in connection with the aforementioned restructuring.

For the years ended December 31, 2024 and December 31, 2023

A comparison of the fiscal years ended December 31, 2024 and December 31, 2023 can be found in our Form 10-K for the fiscal year ended December 31, 2024 within "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.", which is incorporated herein by reference.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our Common Units, net borrowings from our credit facilities, and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of the private offering of our Common Units. Our primary use of cash are investments in portfolio companies, payments of our expenses and payment of cash distributions to our unitholders. As of December 31, 2025, we had three revolving credit facilities outstanding, as described in "-Debt"below. We may, from time to time, enter into new credit facilities, increase the size of existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

As of December 31, 2025, we had approximately $70.9 million of cash and cash equivalents, and short term investments (including investments in money market funds), which, taken together with our approximately $487.0 million of availability under our credit facilities (subject to borrowing base availability) and our approximately $155.0 million of uncalled capital commitments to purchase Common Units, we expect to be sufficient for our investing activities and to conduct our operations in the near term. As of December 31, 2025, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments of $294.9 million.

Unregistered Sales of Equity Securities

As of December 31, 2025, we had received aggregate capital commitments of $1,000 million.

There were no capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2025.

The following table summarizes the total Common Units issued and proceeds received from the Company's capital drawdown delivered pursuant to the Subscription Agreements for the year ended December 31, 2024:

Unit Issuance Date

Common Units
Issued

Amount

July 26, 2024

3,134,796

$

60,000

October 28, 2024

2,619,172

50,000

Total

5,753,968

$

110,000

Distributions and Distribution Reinvestment

The following table summarizes our distributions declared and payable for the year ended December 31, 2025 and December 31, 2024:

Date Declared

Record Date

Payment Date

Per Unit
Amount

Total Amount

For the Year Ended December 31, 2025

February 27, 2025

March 31, 2025

April 03, 2025

$

0.54

$

30,648

May 08, 2025

June 30, 2025

July 03, 2025

0.51

29,774

August 05, 2025

September 30, 2025

October 03, 2025

0.51

30,587

November 04, 2025

December 31, 2025

January 06, 2026

0.48

29,579

Total Distributions

$

2.04

$

120,588

For the Year Ended December 31, 2024

February 29, 2024

March 29, 2024

April 05, 2024

$

0.62

$

27,771

May 08, 2024

June 28, 2024

July 05, 2024

0.62

28,670

August 06, 2024

September 30, 2024

October 03, 2024

0.58

29,502

November 04, 2024

December 31, 2024

January 06, 2025

0.60

33,014

Total Distributions

$

2.42

$

118,957

We have adopted an "opt out" distribution reinvestment plan. As a result, if our Board of Directors authorizes, and we declare, a cash distribution, our unitholders will have their cash distributions automatically reinvested in additional units of same class of units to which the distribution relates unless they specifically "opt out" of the DRIP and elect to receive distributions in cash.

The following table summarizes the Common Units issued to unitholders who participated in the DRIP for the year ended December 31, 2025 and the value of such units as of the payment dates:

Payment Date

DRIP Units Issued

DRIP Units Value

January 06, 2025

1,733,215

$

32,827

April 03, 2025

1,624,468

30,475

July 03, 2025

1,593,804

29,661

October 03, 2025

1,648,783

30,471

Total

6,600,270

$

123,434

The following table summarizes the Common Units issued to unitholders who participated in the DRIP for the year ended December 31, 2024 and the value of such units as of the payment dates:

Payment Date

DRIP Units Issued

DRIP Units Value

January 04, 2024

1,442,261

$

27,619

April 05, 2024

1,448,077

27,630

July 05, 2024

1,491,021

28,552

October 03, 2024

1,537,393

29,333

Total

5,918,752

$

113,134

Debt

Our outstanding debt obligations were as follows:

December 31, 2025

December 31, 2024

Aggregate
Principal
Committed

Outstanding
Principal

Unused
Portion

Aggregate
Principal
Committed

Outstanding
Principal

Unused
Portion

CBA Subscription Facility(1)

$

-

$

-

$

-

$

75,000

$

13,000

$

62,000

Barclays Funding Facility(2)

600,000

452,199

147,801

600,000

435,288

164,712

BNP Funding Facility

500,000

227,000

273,000

500,000

215,000

285,000

JPM Funding Facility(3)

500,000

433,759

66,241

500,000

350,653

149,347

Total

$

1,600,000

$

1,112,958

$

487,042

$

1,675,000

$

1,013,941

$

661,059

(1)
The CBA Subscription Facility was terminated March 4, 2025 (termination date).
(2)
Under the Barclays Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in Euros (EUR) of 6,555 and 6,555.
(3)
Under the JPM Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in Canadian Dollars (CAD) of 350 and 350, Euros (EUR) of 557 and 557, and British Pound Sterling (GBP) of 186 and 186, respectively.

For further details, see Note 6. "Debt" in the Notes to Consolidated Financial Statements.

RECENT DEVELOPMENTS

On February 26, 2026, our Board declared a distribution equal to an amount our taxable earnings per Common Unit, including net investment income (if positive) for the period January 1, 2026 through March 31, 2026, payable on or about April 3, 2026 to unitholders of record as of March 31, 2026.

On February 27, 2026, we and our Adviser entered into an Amended and Restated Investment Advisory Agreement, effective as of January 1, 2026, which amended and restated the Original Investment Advisory Agreement. The Amended and Restated Investment Advisory Agreement amended the incentive fees payable under the advisory agreement, which are described in "Item 1. Business - Investment Advisory Agreement- Incentive Fee" in Part I of this report.

On February 27, 2026, we entered into the Second Amended and Restated Limited Liability Company Agreement to make certain administrative updates to our operating agreement.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates including those relating to the valuation of our investment portfolio, should be read in connection with our consolidated financial statements in Part II, Item 8 of this Report, including Note 2 "Significant Accounting Policies."

We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Deferred Financing Costs and Debt Issuance Costs and Income Taxes. The valuation of investments is our most significant critical estimate. The most significant input is the discount rate used in yield analysis that is based on comparable market yields. Significant increases in the discount rates in isolation would result in a significantly lower fair value measurement. For further discussion and disclosure of key inputs and considerations related to this estimate, refer to "Note 5-Fair Value Measurements" included in the notes to the consolidated financial statements.

RELATED PARTY TRANSACTIONS

We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined in the notes to the accompanying consolidated financial statements if not defined herein):

•
the Investment Advisory Agreement;
•
the Administration Agreement; and
•
the Indemnification Agreement.

For further details, see Note 3. "Related Party Transactions" to our consolidated financial statements included in this report.

T Series Middle Market Loan Fund LLC published this content on March 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 02, 2026 at 21:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]