Private Placement - Form 8-K

Item 3.02 - Unregistered Sales of Equity Securities.

On April 12, 2024, Goldman Sachs Middle Market Lending Corp. II (the "Company") delivered a capital drawdown notice to investors relating to the sale of approximately 2.9 million shares of the Company's common stock, par value $0.001 per share (the "Common Stock") for an aggregate offering price of approximately $54.6 million. The sale is expected to close on or around April 24, 2024.

The sale of Common Stock is being made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase Common Stock up to the amount of their respective capital commitments on an as-needed basiswith a minimum of five business days' prior notice to investors.

The issuance and sale of the Common Stock are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof, and Regulation D or Regulation S thereunder, as applicable. Each purchaser of Common Stock was required to represent that it (i) is either an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act or, in the case of the Common Stock sold outside the United States, not a "U.S. person" in accordance with Regulation S under the Securities Act and (ii) was acquiring the Common Stock for investment and not with a view to resell or distribute. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with the issuance and sale of its Common Stock described in this report.