TCW Direct Lending LLC Late Filing Notification
Summary
TCW Direct Lending LLC filed Form 12b-25 with the SEC notifying inability to timely file its Form 10-K for the fiscal year ended December 31, 2025. The delay is due to pending audited financial statements from a significant subsidiary portfolio company required under Rule 4-08(g) of Regulation S-X. The company seeks relief under Rule 12b-25(b), with the Form 10-K expected to be filed within 15 calendar days of the prescribed due date.
What changed
TCW Direct Lending LLC (SEC File Number 814-01069) filed a Notification of Late Filing on Form 12b-25 for its Annual Report on Form 10-K covering the period ended December 31, 2025. The company cites Rule 12b-25(b) relief, stating it cannot file without unreasonable effort or expense due to delayed receipt of audited financial statements from a portfolio company constituting a 'significant subsidiary' under Rule 1-02(w) of Regulation S-X. Summarized financial information required by Rule 4-08(g) cannot be provided until the portfolio company's audited statements are received.
TCW Direct Lending LLC is expected to file its Form 10-K within 15 calendar days following the prescribed due date. Registered investment companies and business development companies with similar portfolio structures should ensure robust tracking of subsidiary audit timelines and build contingency plans to avoid similar filing delays. This notice does not impose penalties but is part of standard SEC compliance procedures.
Source document (simplified)
NT 10-K 1 d135105dnt10k.htm NT 10-K
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| SEC File Number: |
| 814-01069 |
| CUSIP Number: |
| N/A |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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| (Check One): | | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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| | | For Period Ended: December 31, 2025 |
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| | | ☐ Transition Report on Form 10-K |
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| | | ☐ Transition Report on Form 20-F |
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| | | ☐ Transition Report on Form 11-K |
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| | | ☐ Transition Report on Form 10-Q |
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| | | For the Transition Period Ended: |
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| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I
REGISTRANT
INFORMATION
TCW Direct Lending LLC
Full Name of Registrant
Not
Applicable
Former Name if Applicable
200 Clarendon Street
Address of Principal Executive Office (Street and Number)
Boston, MA 02116
City,
State and Zip Code
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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| ☒ | | (a) | | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| | (b) | | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and | |
| | (c) | | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. | |
PART III
NARRATIVE
State below in reasonable
detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
TCW Direct Lending LLC (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with
respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”). The Company will not, without unreasonable
effort and expense, be able to file the Form 10-K within the prescribed time period due to certain delays in receiving audited financial statements necessary to adequately complete and finalize the financial
statements for the fiscal year December 31, 2025.
There is a delay in the receipt of audited financial statements from an underlying portfolio
company in which the Company has investments (the “Portfolio Company”). The Portfolio Company constitutes a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X (17 C.F.R. § 210.1-02(w)). The Company is, therefore, required to include summarized financial information required by Rule 4-08(g) of Regulation S-X (17 C.F.R. § 210.4-08(g)) in the notes to its audited financial statements included in
the Form 10-K. However, the Company is unable to provide that summarized financial information required by Rule 4-08(g) in the Form 10-K until it receives the audited financial statements of the Portfolio Company.
As a result of the developments
described in the preceding paragraph, the Company is unable to complete its own audit on a timely basis in order to timely file the Form 10-K without unreasonable effort or expense. Nevertheless, the Company
has dedicated significant resources to completing the Form 10-K and is working diligently to obtain the necessary information in order to file the Form 10-K as soon as
practicable within the 15th calendar day following the prescribed due date.
PART IV
OTHER INFORMATION
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| (1) | | | | Name and telephone number of person to contact in regard to this notification | | | | | | | | |
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| | | | | Kevin Finch | | | | 213 | | | | 244-0587 |
| | | | | (Name) | | | | (Area Code) | | | | (Telephone Number) |
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| (2) | | | | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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| (3) | | | | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion
thereof? ☐ Yes ☒ No |
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| | | | | If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the result cannot be made. |
TCW Direct Lending LLC
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: | | March 31, 2026 | | | | By: | | | | /s/ Andrew J. Kim |
| | | | | | | | | | | Andrew J. Kim |
| | | | | | | | | | | Chief Financial Officer |
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