UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~ 30March 20, 2026

5C Lending Partners Corp.

(Exact name of registrant as specified in its charter)

Maryland	000-56665	93-4039151
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

330 Madison Avenue, 20th Floor New York, NY	10017
(Address of principal executive offices)	(Zip Code)

(212) 516-3171

Registrant’s telephone number, including area code

Not Applicable

(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
N/A		N/A		N/A

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		N/A		N/A

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 13.0102. ~~Entry~~Unregistered ~~into~~Sale aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

On ~~January~~ 30March 20, 2026, 5C Lending Partners Corp., ~~a Maryland corporation~~ (the “Company”), ~~entered~~issued ~~into~~and asold ~~third~~approximately ~~amendment to its revolving credit agreement (the “Third Amendment”)~~2,400,794 ~~dated~~shares as of ~~January 16, 2025 (as amended, supplemented or otherwise~~common ~~modified from time to time~~stock, ~~including~~par byvalue ~~the~~$0.001 ~~Second~~per ~~Amendment,~~share (the “~~Revolving~~Common ~~Credit Agreement~~Stock”), byresulting ~~and~~in ~~among~~gross ~~the Company,~~proceeds ~~U.S.~~of ~~Bank~~approximately ~~National Association~~$58, ~~as Administrative Agent for the Secured Parties~~699, ~~a Letter of Credit Issuer and a Lender~~417.

The ~~Third~~sale ~~Amendment,~~of ~~among~~Common ~~other~~Stock ~~things,~~was ~~(i)~~made ~~extends~~pursuant ~~the Stated Maturity Date from January 15, 2027~~ to ~~January~~subscription ~~14,~~agreements ~~2028,~~entered ~~(ii)~~into ~~provides that~~by ~~80% of~~ the ~~aggregate~~Company ~~unfunded~~and ~~capital~~its ~~commitments of certain~~ investors. ~~will~~Under ~~be included in calculations of~~ the ~~borrowing base~~terms ~~under the Revolving Credit Agreement once at such times the Company has called and received at least 40%~~ of the ~~aggregate~~subscription ~~capital commitments~~agreements, ~~of all~~ investors, ~~(iii)~~are ~~reduced~~required ~~the~~to ~~Applicable~~fund ~~Margin~~drawdowns ~~(A)~~to inpurchase ~~the~~shares ~~case~~ of ~~RFR~~Common ~~Loans,~~Stock ~~from~~up ~~2.30%~~ to ~~1.85%,~~the ~~(B)~~amount ~~in the~~of ~~case~~their ofrespective ~~Eurocurrency~~capital ~~Rate~~commitments ~~Loans,~~on ~~from~~an ~~2.30%~~as-needed tobasis ~~1.85%,~~with ~~(C)~~a inminimum ~~the case~~ of ~~Reference~~ten ~~Rate~~calendar ~~Loans,~~days’ ~~from~~prior ~~1.30%~~notice to 0investors.~~85% and (D) in the~~ ~~case~~As of ~~Letter~~the ofdate ~~Credit fees~~hereof, ~~from 2.30% to 1.85%, (iv) reduced~~ the ~~unused~~Company ~~commitment~~has ~~fee~~issued toa ~~0.25%~~total ~~per~~of ~~annum~~approximately on11,873,949 ~~the unused portion~~shares of ~~the~~Common ~~lenders'~~Stock ~~commitments~~for ~~when~~aggregate ~~such~~consideration ~~unused portion is greater than fifty percent (50%)~~ of ~~the under the Credit Facility’s maximum commitment and (v) amends certain investor concentration limits~~$295,572,202 ~~and~~pursuant ~~waives~~to ~~the~~such ~~applicability~~ drawdowns of ~~certain~~investors’ ~~investor~~capital ~~concentration limits until June 30, 2026~~commitments.

The ~~foregoing~~offer ~~description~~and issale ~~only a summary~~ of ~~certain provisions of~~ the ~~Third~~Common ~~Amendment~~Stock ~~and~~was isexempt ~~qualified~~from inthe ~~its~~registration ~~entirety~~requirements byof ~~reference to~~the aSecurities ~~copy~~Act of ~~the Third Amendment~~1933, ~~which is filed~~ as ~~Exhibit~~amended, ~~10.1~~ pursuant to ~~this~~Section 4(a)(2) ~~Current~~thereof ~~Report on Form 8-K~~ and ~~incorporated~~Regulation byS ~~reference herein.~~or ~~Capitalized~~Regulation ~~terms~~D ~~used~~promulgated ~~but not otherwise defined herein have the meanings ascribed to such terms in the Revolving Credit Agreement~~thereunder.

Item 28.0301. ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events.

As ~~The~~of ~~information~~the ~~set~~date ~~forth~~hereof, inthe ~~Item~~Company ~~1.01~~has isan ~~incorporated~~aggregate byof ~~reference~~approximately ~~into~~11,984,588 ~~this~~shares ~~Item~~of 2Common Stock outstanding, which amount includes shares issued pursuant to the Company’s distribution reinvestment program.~~03.~~

Item 79.01. ~~Regulation~~Financial FDStatements ~~Disclosure~~and Exhibits.

~~Investment~~(d) ~~Operations~~Exhibits.

As of February 2, 2026, the Company’s investment portfolio totaled $726.8 million across 21 portfolio companies, comprising of loan commitments of $670.5 million in aggregate principal amount, of which $523.5 million was funded and $147.0 million was unfunded, and a preferred equity investment of $56.3 million.

Exhibit	Description

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

~~Recent Transactions~~SIGNATURES

~~Dentalcorp~~Pursuant -to ~~Aryeh~~the ~~Bidco~~requirements of ~~Investment~~the ~~Ltd~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~The~~Date: ~~Company~~March ~~closed~~23, a2026 ~~senior~~5C ~~secured~~Lending ~~credit~~Partners ~~facility in connection with the acquisition of dentalcorp Holdings Ltd~~Corp. ~~(“Dentalcorp”). Dentalcorp operates over 500 clinics providing general dentistry services across Canada.~~

~~Excel~~By: –/s/ ~~Homerun~~Michael ~~Blocker,~~Koester ~~Inc.~~Name: Michael Koester Title: Co-President By: /s/ Thomas Connolly Name: Thomas Connolly Title: Co-President

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1*	Third Amendment to Revolving Credit Agreement, dated as of January 30, 2026, by and between 5C Lending Partners Corp. as the borrower, U.S. Bank National Association, as the administrative agent, sole lead arranger and letter of credit issuer, and the lenders party thereto from time to time
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.

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.

Date: February 2, 2026	5C Lending Partners Corp.
	By:	/s/ Michael Koester
		Name: Michael Koester
		Title: Co-President

By: /s/ Thomas Connolly Name: Thomas Connolly Title: Co-President

0001998387 false 0001998387 2026-01-30 2026-01-30

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