Material Agreement (Form 8-K)

Merger Agreement

On July 11, 2025, Goldman Sachs Middle Market Lending Corp. II, a Delaware corporation (the "Company" or "MMLC II"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Goldman Sachs Private Credit Corp., a Delaware corporation ("GSCR") and Goldman Sachs Asset Management, L.P., a Delaware limited partnership and the investment adviser to each of the Company and GSCR (the "Adviser"). The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), the Company will merge with and into GSCR, with GSCR continuing as the surviving company (the "Merger"). The boards of directors of both the Company and GSCR, including all of their respective independent directors, in each case, on the recommendation of a committee (such company's "Special Committee") comprised solely of certain, separate independent directors of the Company or GSCR, as applicable, have approved the Merger Agreement and the transactions contemplated by the Merger Agreement.

The Merger Agreement further provides that, at the Effective Time, each share of common stock, $0.001 par value per share, of the Company ("MMLC II Common Stock") issued and outstanding immediately prior to the Effective Time, except for shares, if any, owned by the Company, GSCR, or any of their respective consolidated subsidiaries and shares, if any, held by any person who is entitled to demand (and properly demands) appraisal of such shares, will be converted into the right to receive, in cash, the quotient of (i) the closing MMLC II net asset value ("NAV") divided by (ii) the number of shares of MMLC II Common Stock issued and outstanding immediately prior to the Effective Time (the "MMLC II Per Share Cash Amount").

Under the Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the "Determination Date"), the Adviser, on behalf of the Company, will deliver to GSCR the Adviser's calculation of the Company's NAV as of such date (such calculation, the "Closing MMLC II NAV"), which calculation shall be approved by the Company's board of directors (the "MMLC II Board"), including the Special Committee. The Adviser will calculate NAV using the policies, assumptions, methodologies and adjustments approved by the MMLC II Board for valuing the securities and other assets of the Company under Rule 2a-5of the Investment Company Act of 1940, as amended. The parties have agreed to calculate the MMLC II Per Share Cash Amount based on such calculations.

The Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of GSCR's and the Company's businesses during the period prior to the Effective Time. The Company has agreed to prepare and file a proxy statement with the U.S. Securities Exchange and Commission ("SEC") and to convene and hold a stockholder meeting for the purpose of obtaining the approval required of the Company's stockholders in connection with the Merger. The MMLC II Board has recommended that the Company's stockholders adopt and approve the Merger Agreement and the transactions contemplated by the Merger Agreement.

The Merger Agreement provides that the Company may not solicit proposals relating to alternative transactions, or, subject to certain exceptions, enter into discussions or negotiations or provide information in connection with any proposal for an alternative transaction. However, the MMLC II Board may, subject to certain conditions, change its recommendation to its stockholders, terminate the Merger Agreement and enter into an agreement with respect to a superior alternative proposal if it determines in good faith, after consultation with its outside legal counsel, and with respect to financial matters, any financial advisor, that the failure to take such action would be reasonably likely to be a breach of the fiduciary duties applicable to the directors of the Company under applicable law (taking into account any changes to the Merger Agreement proposed by GSCR).

Consummation of the Merger, which is currently anticipated to occur during the fourth quarter of calendar year 2025, is subject to conditions in the Merger Agreement, including among other things (1) requisite approval of the Company's stockholders, (2) the absence of certain legal impediments to the consummation of the Merger or pending litigation by any governmental entity challenging or seeking to enjoin, restrain or make illegal the Merger or the other transactions contemplated by the Merger Agreement, (3) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement, (4) the absence of a MMLC II Material Adverse Effect (as defined in the Merger Agreement) and (5) required regulatory approvals.

The Merger Agreement also contains termination rights in favor of the Company and GSCR, including among other things: (i) if the Merger is not completed on or before March 24, 2026, or (ii) if the requisite approval of the Company's stockholders is not obtained.

The description above is only a summary of the material provisions of the Merger Agreement and is qualified in its entirety by reference to a copy of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-Kand incorporated by reference herein.

The representations and warranties and covenants set forth in the Merger Agreement have been made only for purposes of such agreement and were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures made for purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the parties to the Merger Agreement or their respective businesses.