Q20001998387false--12-312025-04-30http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2031-12-312025-05-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2032-05-312025-05-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2031-05-312025-05-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2032-05-312025-03-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2030-10-312025-02-28http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2030-04-302025-02-28http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2030-04-302025-03-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2027-12-312025-01-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2032-01-312025-01-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2032-01-312025-01-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2032-01-312025-01-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2032-01-312025-01-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2032-01-312025-01-31http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember2032-01-312024-10-312024-10-3111http://5cinvest.com/20250630#CoPresidentMember http://5cinvest.com/20250630#GeneralCounselMember http://fasb.org/srt/2024#ChiefFinancialOfficerMember0001998387ck0001998387:CreditFacilityMember2025-06-300001998387Endor Purchaser, Inc., First Lien Delayed Draw Term Loan, 1/20282024-12-3100019983872025-01-012025-03-310001998387ck0001998387:HealthCareProvidersAndServicesMember2024-12-310001998387ck0001998387:SecondLienDebtInvestmentsMember2024-12-310001998387Company Non-controlled, non-affiliated investments Debt Investments Diversified Consumer Services Vacation Rental Brands, LLC Investment Type First Lien Revolver Initial Acquisition Date 5/2025 Reference Rate and Spread SOFR + 5.25% Interest Rate 9.55%2025-06-300001998387Vacation Rental Brands, LLC, First Lien Delayed Draw Term Loan, 5/20272024-12-310001998387us-gaap:PreferredStockMember2024-12-310001998387us-gaap:InvestmentAffiliatedIssuerControlledMember2024-01-012024-12-3100019983872025-06-300001998387ck0001998387:DiversifiedConsumerServicesMember2024-12-310001998387us-gaap:FairValueInputsLevel3Memberck0001998387:SecondLienDebtInvestmentsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberus-gaap:IncomeApproachValuationTechniqueMember2025-06-300001998387us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMember2025-01-162025-01-160001998387Endor Purchaser, Inc., First Lien Revolver, 1/20322025-01-012025-06-300001998387ck0001998387:AdvisorMemberck0001998387:ExpenseSupportAgreementMember2024-06-182024-06-1800019983872024-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Financial Services World Insurance Associates, LLC Investment Type First Lien Revolver Initial Acquisition Date 2/2025 Reference Rate and Spread SOFR + 5.00%2025-01-012025-06-300001998387Foundation Risk Partners, Corp., First Lien Delayed Draw Term Loan, 2/20272025-06-3000019983872024-07-012025-06-300001998387country:US2024-12-310001998387us-gaap:FairValueInputsLevel3Memberck0001998387:SecondLienDebtInvestmentsMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMember2025-06-300001998387Vacation Rental Brands, LLC, First Lien Delayed Draw Term Loan, 5/20272025-01-012025-06-300001998387ck0001998387:InvestmentAdvisoryAgreementMember2025-01-012025-06-300001998387us-gaap:FairValueInputsLevel3Memberck0001998387:FirstLienDebtInvestmentsMember2025-06-300001998387us-gaap:RevolvingCreditFacilityMember2025-06-260001998387AAH Topco., LLC, First Lien Delayed Draw Term Loan, 3/20272025-06-300001998387World Insurance Associates, LLC, First Lien Revolver, 4/20302025-06-300001998387us-gaap:FairValueInputsLevel2Memberck0001998387:FirstLienDebtInvestmentsMember2025-06-300001998387Company Total Investments Total Investments before Cash Equivalents BlackRock Liquidity Funds T-Fund Institutional Share Class Investment Type Money Market Fund Initial Acquisition Date 10/21/2024 Interest rate 4.36%2024-01-012024-12-3100019983872024-04-012024-06-300001998387ck0001998387:AdministrationAgreementMemberck0001998387:AdvisorMember2025-04-012025-06-300001998387us-gaap:CommonStockMember2024-07-100001998387us-gaap:CommonStockMember2025-01-012025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Diversified Consumer Services Vacation Rental Brands, LLC Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 5/2025 Reference Rate and Spread SOFR + 5.25%2025-06-3000019983872024-07-100001998387us-gaap:CommonStockMember2025-01-012025-03-310001998387us-gaap:MoneyMarketFundsMember2025-06-300001998387ck0001998387:AdministrationAgreementMember2024-04-012024-06-300001998387us-gaap:MoneyMarketFundsMember2024-12-310001998387us-gaap:RevolvingCreditFacilityMemberck0001998387:SwissAverageRateOvernightMember2025-01-162025-01-160001998387us-gaap:CommonStockMember2025-06-262025-06-260001998387us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMemberck0001998387:FirstLienDebtInvestmentsMember2025-06-3000019983872023-10-162024-06-300001998387us-gaap:PreferredStockMember2024-03-310001998387Vamos Bidco, Inc., First Lien Revolver, 1/20322025-06-300001998387us-gaap:FairValueInputsLevel3Memberck0001998387:SecondLienDebtInvestmentsMember2025-06-300001998387us-gaap:RevolvingCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2025-01-162025-01-160001998387srt:MaximumMember2025-01-012025-06-300001998387us-gaap:PreferredStockMember2024-06-300001998387us-gaap:RetainedEarningsMember2025-04-012025-06-300001998387ck0001998387:AffiliateMember2025-06-3000019983872025-04-012025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Financial Services Foundation Risk Partners, Corp. Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 3/2025 Reference Rate and Spread SOFR + 4.75%2025-06-300001998387us-gaap:InvestmentAffiliatedIssuerControlledMember2025-01-012025-06-300001998387us-gaap:SeriesAPreferredStockMember2024-09-262024-09-260001998387us-gaap:PreferredStockMember2025-06-300001998387ck0001998387:ThirdPartyMember2024-12-310001998387us-gaap:CumulativePreferredStockMember2024-09-262024-09-260001998387ck0001998387:DiversifiedConsumerServicesMember2025-06-300001998387Vacation Rental Brands, LLC, First Lien Revolver, 5/20312025-01-012025-06-300001998387us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2025-06-300001998387Vacation Rental Brands, LLC, First Lien Revolver, 5/20312025-06-300001998387us-gaap:FairValueInputsLevel2Member2024-12-310001998387us-gaap:CommonStockMember2023-12-310001998387Company Non-controlled, non-affiliated investments Debt Investments Software Vamos Bidco, Inc. Investment Type First Lien Revolver Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 4.75%2025-01-012025-06-300001998387us-gaap:CommonStockMember2024-12-310001998387ck0001998387:ThirdPartyMember2025-06-300001998387us-gaap:OtherCurrentLiabilitiesMember2024-12-310001998387Company Non-controlled, non-affiliated investments Debt Investments Professional Services Endor Purchaser, Inc. Investment Type First Lien Term Loan Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 5.00% Interest Rate 9.30%2025-01-012025-06-300001998387ck0001998387:FirstLienDebtInvestmentsMember2025-06-300001998387ck0001998387:InvestmentAdvisoryAgreementMember2024-06-182024-06-1800019983872024-10-012024-12-310001998387Company Non-controlled, non-affiliated investments Debt Investments Professional Services Endor Purchaser, Inc. Investment Type First Lien Term Loan Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 5.00% Interest Rate 9.30%2025-06-3000019983872024-01-012024-12-310001998387us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberus-gaap:IncomeApproachValuationTechniqueMemberck0001998387:FirstLienDebtInvestmentsMember2025-06-300001998387us-gaap:RetainedEarningsMember2025-06-300001998387us-gaap:RevolvingCreditFacilityMembersrt:MinimumMemberus-gaap:SecuredOvernightFinancingRateSofrMember2025-01-162025-01-1600019983872023-12-310001998387World Insurance Associates, LLC, First Lien Delayed Draw Term Loan, 8/20262024-12-310001998387us-gaap:FairValueInputsLevel3Member2024-12-310001998387us-gaap:CommonStockMember2024-06-300001998387ck0001998387:AdvisorMember2024-01-012024-12-310001998387us-gaap:FinancialServicesSectorMember2024-12-310001998387Endor Purchaser, Inc., First Lien Delayed Draw Term Loan, 1/20282025-06-300001998387us-gaap:FairValueInputsLevel1Member2025-06-300001998387us-gaap:FairValueInputsLevel3Member2025-06-300001998387us-gaap:RevolvingCreditFacilityMember2025-01-012025-06-300001998387ck0001998387:SecondLienDebtInvestmentsMember2024-12-310001998387us-gaap:RevolvingCreditFacilityMembersrt:MinimumMemberus-gaap:SecuredOvernightFinancingRateSofrMember2025-01-160001998387Company Non-controlled, non-affiliated investments Debt Investments Financial Services World Insurance Associates, LLC Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 2/2025 Reference Rate and Spread SOFR + 5.00%2025-06-300001998387us-gaap:AdditionalPaidInCapitalMember2024-12-310001998387us-gaap:CashEquivalentsMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001998387Vacation Rental Brands, LLC, First Lien Revolver, 5/20312024-12-310001998387ck0001998387:SecondLienDebtInvestmentsMember2025-01-012025-06-300001998387us-gaap:CashEquivalentsMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-06-300001998387us-gaap:CommonStockMember2024-03-310001998387Vamos Bidco, Inc., First Lien Revolver, 1/20322025-01-012025-06-300001998387us-gaap:RevolvingCreditFacilityMember2025-06-270001998387us-gaap:CumulativePreferredStockMember2024-09-260001998387us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001998387us-gaap:RevolvingCreditFacilityMemberck0001998387:EurocurrencyRateMember2025-01-162025-01-160001998387us-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001998387us-gaap:FairValueInputsLevel3Memberus-gaap:MoneyMarketFundsMember2025-06-3000019983872024-01-012024-03-310001998387us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2025-06-300001998387us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001998387us-gaap:PreferredStockMember2024-09-262024-09-2600019983872025-08-070001998387us-gaap:SubsequentEventMember2025-08-070001998387Company Non-controlled, non-affiliated investments Debt Investments Financial Services World Insurance Associates, LLC Investment Type First Lien Revolver Initial Acquisition Date 2/2025 Reference Rate and Spread SOFR + 5.00%2025-06-300001998387us-gaap:CashEquivalentsMember2024-12-310001998387us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001998387:SecondLienDebtInvestmentsMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMember2025-06-300001998387us-gaap:RevolvingCreditFacilityMembersrt:MaximumMemberus-gaap:SecuredOvernightFinancingRateSofrMember2025-01-012025-06-300001998387us-gaap:SeriesAPreferredStockMember2024-09-260001998387us-gaap:RevolvingCreditFacilityMember2025-01-160001998387us-gaap:InvestmentUnaffiliatedIssuerMember2025-06-300001998387Foundation Risk Partners, Corp., First Lien Delayed Draw Term Loan, 2/20272024-12-310001998387World Insurance Associates, LLC, First Lien Delayed Draw Term Loan, 8/20262025-06-300001998387ck0001998387:SecondLienDebtInvestmentsMember2025-06-300001998387ck0001998387:AdministrationAgreementMember2025-04-012025-06-300001998387AAH Topco., LLC, First Lien Delayed Draw Term Loan, 3/20272025-01-012025-06-300001998387ck0001998387:AdministrationAgreementMemberck0001998387:AdvisorMember2024-04-012024-06-300001998387World Insurance Associates, LLC, First Lien Revolver, 4/20302024-12-310001998387us-gaap:RevolvingCreditFacilityMemberck0001998387:CanadianOvernightRepoRateAverageMember2025-01-160001998387ck0001998387:AdvisorMember2024-12-310001998387Company Non-controlled, non-affiliated investments Debt Investments Diversified Consumer Services Vacation Rental Brands, LLC Investment Type First Lien Term Loan Initial Acquisition Date 5/2025 Reference Rate and Spread SOFR + 5.25% Interest Rate 9.55%2025-06-3000019983872024-01-012024-06-300001998387us-gaap:CommonStockMember2024-01-012024-06-3000019983872025-03-310001998387ck0001998387:AdministrationAgreementMemberck0001998387:AdvisorMember2025-01-012025-06-300001998387us-gaap:CommonStockMember2025-01-012025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Distributors BCPE Empire Holdings, Inc. Investment Type Second Lien Term Loan Initial Acquisition Date 4/2025 Reference Rate and Spread SOFR + 5.25% Interest Rate 9.57%2025-01-012025-06-300001998387us-gaap:SubsequentEventMember2025-08-072025-08-070001998387ck0001998387:AdvisorMember2025-04-012025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Distributors BCPE Empire Holdings, Inc. Investment Type Second Lien Term Loan Initial Acquisition Date 4/2025 Reference Rate and Spread SOFR + 5.25% Interest Rate 9.57%2025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Diversified Consumer Services Vacation Rental Brands, LLC Investment Type First Lien Revolver Initial Acquisition Date 5/2025 Reference Rate and Spread SOFR + 5.25% Interest Rate 9.55%2025-01-012025-06-300001998387AAH Topco., LLC, First Lien Delayed Draw Term Loan, 3/20272024-12-310001998387World Insurance Associates, LLC, First Lien Delayed Draw Term Loan, 8/20262025-01-012025-06-300001998387ck0001998387:SubAdministrationAgreementMember2024-07-302024-07-300001998387ck0001998387:AdministrationAgreementMember2025-01-012025-06-300001998387World Insurance Associates, LLC, First Lien Revolver, 4/20302025-01-012025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Professional Services Endor Purchaser, Inc. Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 5.00%2025-01-012025-06-300001998387us-gaap:PreferredStockMember2023-12-310001998387ck0001998387:SecondLienDebtInvestmentsMemberus-gaap:FairValueInputsLevel1Member2025-06-300001998387us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001998387us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMemberck0001998387:FirstLienDebtInvestmentsMember2025-06-300001998387us-gaap:RevolvingCreditFacilityMember2025-01-162025-01-160001998387us-gaap:RevolvingCreditFacilityMember2025-04-012025-06-300001998387us-gaap:AdditionalPaidInCapitalMember2025-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Professional Services Endor Purchaser, Inc. Investment Type First Lien Revolver Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 5.00%2025-06-300001998387us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001998387us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMembersrt:MaximumMember2025-01-160001998387ck0001998387:InvestmentAdvisoryAgreementMemberck0001998387:AdvisorMember2024-06-180001998387srt:MinimumMember2025-01-012025-06-300001998387Endor Purchaser, Inc., First Lien Revolver, 1/20322024-12-310001998387Vamos Bidco, Inc., First Lien Revolver, 1/20322024-12-310001998387us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMember2024-12-310001998387ck0001998387:SecondLienDebtInvestmentsMember2025-03-310001998387ck0001998387:DistributorsMember2025-06-300001998387ck0001998387:FirstLienDebtInvestmentsMember2025-06-300001998387us-gaap:RetainedEarningsMember2025-01-012025-03-310001998387us-gaap:RevolvingCreditFacilityMemberus-gaap:PrimeRateMember2025-01-162025-01-160001998387us-gaap:AdditionalPaidInCapitalMember2025-06-3000019983872024-09-262024-09-260001998387us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001998387us-gaap:PreferredStockMember2025-06-300001998387us-gaap:FairValueInputsLevel1Memberck0001998387:FirstLienDebtInvestmentsMember2025-06-300001998387us-gaap:RetainedEarningsMember2023-12-310001998387Cash Equivalents BlackRock Liquidity Funds T-Fund Institutional Share Class Investment Type Money Market Fund Initial Acquisition Date 10/21/2024 Interest Rate 4.20%2025-01-012025-06-300001998387us-gaap:RevolvingCreditFacilityMember2025-06-300001998387us-gaap:AdditionalPaidInCapitalMember2023-12-310001998387us-gaap:FairValueInputsLevel2Member2025-06-3000019983872024-03-310001998387ck0001998387:SecondLienDebtInvestmentsMember2025-06-300001998387ck0001998387:FirstLienDebtInvestmentsMember2025-03-310001998387ck0001998387:SecondLienDebtInvestmentsMember2025-04-012025-06-300001998387us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2024-12-310001998387us-gaap:RevolvingCreditFacilityMemberck0001998387:SterlingOvernightIndexAverageMember2025-01-162025-01-160001998387Company Total Investments Total Investments before Cash Equivalents BlackRock Liquidity Funds T-Fund Institutional Share Class Investment Type Money Market Fund Initial Acquisition Date 10/21/2024 Interest rate 4.36%2024-12-310001998387ck0001998387:HealthCareProvidersAndServicesMember2025-06-300001998387ck0001998387:AdministrationAgreementMember2024-06-182024-06-180001998387ck0001998387:ProfessionalServicesMember2024-12-310001998387us-gaap:CashEquivalentsMember2025-06-300001998387us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MaximumMemberck0001998387:FirstLienDebtInvestmentsMember2025-06-300001998387us-gaap:FinancialServicesSectorMember2025-06-300001998387Vacation Rental Brands, LLC, First Lien Delayed Draw Term Loan, 5/20272025-06-300001998387ck0001998387:AdvisorMember2025-01-012025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Software Vamos Bidco, Inc. Investment Type First Lien Term Loan Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 4.75% Interest Rate 9.05%2025-01-012025-06-300001998387us-gaap:CommonStockMember2025-06-300001998387us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2025-06-300001998387us-gaap:RevolvingCreditFacilityMember2024-01-012024-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Financial Services Foundation Risk Partners, Corp. Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 3/2025 Reference Rate and Spread SOFR + 4.75%2025-01-012025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Health Care Providers and Services AAH Topco., LLC Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 3/2025 Reference Rate and Spread SOFR + 5.00%2025-01-012025-06-300001998387Unfunded Commitments2024-12-310001998387Company Non-controlled, non-affiliated investments Debt Investments Software Vamos Bidco, Inc. Investment Type First Lien Term Loan Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 4.75% Interest Rate 9.05%2025-06-300001998387ck0001998387:AdministrationAgreementMemberck0001998387:AdvisorMember2024-01-012024-06-300001998387ck0001998387:SoftwareMember2024-12-310001998387Vamos Bidco, Inc., First Lien Delayed Draw Term Loan, 1/20272025-06-300001998387us-gaap:AdditionalPaidInCapitalMember2024-03-310001998387us-gaap:CommonStockMember2024-07-102025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Professional Services Endor Purchaser, Inc. Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 5.00%2025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Software Vamos Bidco, Inc. Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 4.75%2025-06-300001998387Endor Purchaser, Inc., First Lien Delayed Draw Term Loan, 1/20282025-01-012025-06-300001998387us-gaap:PreferredStockMember2024-09-012024-09-300001998387us-gaap:FairValueInputsLevel3Memberck0001998387:SecondLienDebtInvestmentsMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MaximumMember2025-06-300001998387us-gaap:AdditionalPaidInCapitalMember2024-06-300001998387us-gaap:RevolvingCreditFacilityMember2024-04-012024-06-300001998387us-gaap:RetainedEarningsMember2024-12-310001998387us-gaap:CommonStockMember2025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Diversified Consumer Services Vacation Rental Brands, LLC Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 5/2025 Reference Rate and Spread SOFR + 5.25%2025-01-012025-06-300001998387us-gaap:CommonStockMember2025-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Health Care Providers and Services AAH Topco., LLC Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 3/2025 Reference Rate and Spread SOFR + 5.00%2025-06-300001998387us-gaap:RetainedEarningsMember2024-06-300001998387ck0001998387:FirstLienDebtInvestmentsMember2025-04-012025-06-300001998387us-gaap:CommonStockMember2025-04-012025-06-300001998387Foundation Risk Partners, Corp., First Lien Delayed Draw Term Loan, 2/20272025-01-012025-06-300001998387us-gaap:PreferredStockMember2024-12-310001998387ck0001998387:SeriesACumulativePreferredStockMember2024-09-2600019983872024-07-012024-09-300001998387Company Non-controlled, non-affiliated investments Debt Investments Software Vamos Bidco, Inc. Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 4.75%2025-01-012025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Software Vamos Bidco, Inc. Investment Type First Lien Revolver Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 4.75%2025-06-300001998387ck0001998387:FirstLienDebtInvestmentsMember2024-12-310001998387Unfunded Commitments2025-06-300001998387us-gaap:FairValueInputsLevel1Member2024-12-310001998387us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMembersrt:MaximumMember2025-01-162025-01-160001998387Company Non-controlled, non-affiliated investments Debt Investments Financial Services World Insurance Associates, LLC Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 2/2025 Reference Rate and Spread SOFR + 5.00%2025-01-012025-06-300001998387ck0001998387:ProfessionalServicesMember2025-06-300001998387country:US2025-06-3000019983872025-01-012025-06-300001998387us-gaap:RetainedEarningsMember2024-03-310001998387Vamos Bidco, Inc., First Lien Delayed Draw Term Loan, 1/20272024-12-310001998387ck0001998387:CreditFacilityMember2024-12-310001998387us-gaap:RetainedEarningsMember2025-03-3100019983872024-12-310001998387us-gaap:CommonStockMember2025-03-262025-03-260001998387us-gaap:PreferredStockMember2025-03-310001998387us-gaap:FairValueInputsLevel2Memberck0001998387:SecondLienDebtInvestmentsMember2025-06-300001998387ck0001998387:AdministrationAgreementMember2024-01-012024-06-300001998387Vamos Bidco, Inc., First Lien Delayed Draw Term Loan, 1/20272025-01-012025-06-300001998387us-gaap:OtherCurrentLiabilitiesMember2025-06-300001998387ck0001998387:FirstLienDebtInvestmentsMember2024-12-310001998387ck0001998387:DistributorsMember2024-12-310001998387Company Non-controlled, non-affiliated investments Debt Investments Diversified Consumer Services Vacation Rental Brands, LLC Investment Type First Lien Term Loan Initial Acquisition Date 5/2025 Reference Rate and Spread SOFR + 5.25% Interest Rate 9.55%2025-01-012025-06-300001998387Company Non-controlled, non-affiliated investments Debt Investments Professional Services Endor Purchaser, Inc. Investment Type First Lien Revolver Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 5.00%2025-01-012025-06-300001998387us-gaap:CommonStockMember2024-12-310001998387ck0001998387:AdvisorMember2025-06-300001998387us-gaap:RevolvingCreditFacilityMemberck0001998387:CanadianOvernightRepoRateAverageMember2025-01-162025-01-160001998387Endor Purchaser, Inc., First Lien Revolver, 1/20322025-06-300001998387ck0001998387:FirstLienDebtInvestmentsMember2025-01-012025-06-300001998387Cash Equivalents BlackRock Liquidity Funds T-Fund Institutional Share Class Investment Type Money Market Fund Initial Acquisition Date 10/21/2024 Interest Rate 4.20%2025-06-300001998387ck0001998387:SoftwareMember2025-06-300001998387ck0001998387:AffiliateMember2024-12-3100019983872024-09-260001998387ck0001998387:InvestmentAdvisoryAgreementMemberck0001998387:AdvisorMember2024-06-182024-06-18iso4217:USDxbrli:sharesxbrli:pureck0001998387:Componentxbrli:sharesck0001998387:Segmentiso4217:USDck0001998387:Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-56665

5C Lending Partners Corp.

(Exact name of registrant as specified in its charter)


Maryland		93-4039151
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code: (212) 516-3171

Former name, former address and former fiscal year, if changed since last report: N/A

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

     Title of each class

     Trading
Symbol

     Name of each exchange
on which registered

     N/A

     N/A

     N/A

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

Common Stock, par value $0.001 per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 7, 2025 there was no established public market for the registrant’s common stock.

The number of shares outstanding of the registrant’s common stock on August 7, 2025 was 4,879,032.

5C Lending Partners Corp.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2025

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.		4

	Consolidated Statements of Assets and Liabilities as of June 30, 2025 (Unaudited) and December 31, 2024	4

	Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)	5

	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2025 and 2024 (Unaudited)	6

	Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)	7
	Consolidated Schedules of Investments as of June 30, 2025 (Unaudited) and December 31, 2024	8

	Notes to Consolidated Financial Statements (Unaudited)	11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		28

Item 3. Quantitative and Qualitative Disclosure About Market Risk.		43

Item 4. Controls and Procedures.		44

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.		45

Item 1A. Risk Factors.		45

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		45

Item 3. Defaults Upon Senior Securities.		45

Item 4. Mine Safety Disclosures.		45

Item 5. Other Information.		45

Item 6. Exhibits.		46

Signatures		47

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (the “Report”) contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about 5C Lending Partners Corp. (the “Company,” “we” or “our”), the Company’s current and prospective portfolio investments, the Company’s industry, the Company’s beliefs and the Company’s assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. Our forward-looking statements include information in this Report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio investments. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2025 (the "Annual Report") provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

•

the Company’s future operating results and distributions;

•

changes in political, economic or industry conditions, the interest rate environment, inflationary concerns, financial and capital markets, and other external factors, including pandemic-related or other widespread health crises, inflation, supply chain disruptions and conflicts involving Russia/Ukraine and Israel/Palestine, and other ongoing conflicts, including in the Middle East;

•

the Company’s ability to source investment opportunities;

•

the Company’s inability to control the business operations of the Company’s portfolio companies, and potential inability to dispose of the Company’s interests in the Company’s portfolio companies;

•

the Company’s use of borrowed money to finance a portion of the Company’s investments;

•

provisions of a credit facility or other borrowings that may limit discretion in operating the Company’s business;

•

the impact of high rates of inflation;

•

changes in the general interest rate environment;

•

the valuation of the Company’s investments in portfolio companies, particularly those having no liquid trading market;

•

the Company’s ability to recover unrealized losses;

•

the impact of competition for investment opportunities;

•

the outcome and impact of any litigation or regulatory proceeding;

•

the Company’s dependence on the Company’s and third parties’ communications and information systems;

•

the impact of cybersecurity risks, cyber incidents, corruption of confidential information on the Company or the Company’s portfolio companies;

•

the Company’s ability to comply with legal requirements, contractual obligations and industry standards relating to security, data protection and privacy;

•

the Company’s ability to manage the impact of any changes to current operating policies, investment criteria or strategies;

•

any changes to the anticipated timing or manner of liquidity events;

•

the ability of the Advisor (as defined below) to manage and support the Company’s investment process;

•

actual and potential conflicts of interest with the Advisor;

•

the Company’s access to confidential information which may restrict the Company’s ability to take action with respect to some investments and/or potential investments;

•

restrictions on the Company’s ability to enter into transactions with the Company’s affiliates;

•

the Company’s ability to make investments that could give rise to conflicts of interest;

•

the Advisor’s liability being limited under the Investment Advisory Agreement (as defined in Note 3) and the requirement for the Company to indemnify the Advisor against certain liabilities, which may lead the Advisor to act in a riskier manner on the Company’s behalf than it would when acting for its own account;

•

actual and potential conflicts associated with investments by employees of 5C in the Company and/or other 5C Accounts (as defined below);

•

the Advisor’s compliance with pay-to-play laws, regulations and policies;

•

the Company’s ability to find or replace the administrator or sub-administrator in the event of a resignation;

•

the Company’s ability to qualify and maintain the Company’s qualification as a BDC and as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);

•

regulations governing the Company’s operations as a BDC and RIC which impact the Company’s ability to raise capital or borrow for investment purposes;

•

the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”), and the rules and regulations issued thereunder on the Company’s business;

•

the Company’s ability to manage risks associated with leverage and investing in upper middle-market companies and common or preferred equity securities;

•

the effect of changes to tax legislation and the Company’s tax position;

•

the tax status of the enterprises in which the Company may invest;

•

the Company’s ability and the ability of the Company’s portfolio companies to manage risks associated with an economic downturn and the time period required for economic recovery therefrom;

•

a contraction of available credit and/or an inability to access capital markets or additional sources of liquidity;

•

risks associated with possible disruption in the Company’s or the Company’s portfolio companies’ operations due to wars and other forms of conflict, terrorist acts, security operations and catastrophic events or natural disasters, such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics; and

•

the risks, uncertainties and other factors that the Company identifies in “Item 1A. Risk Factors” in our Annual Report, and in the Company’s other filings with the SEC that the Company will make from time to time.

Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” in our Annual Report and in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, the Company assumes no duty and does not undertake any obligation to update the forward-looking statements contained in this Report. Because the Company is an investment company, the forward-looking statements and projections contained in this Report are excluded from the safe harbor protection provided by Section 21E of the 1934 Act and Section 27A of the 1933 Act.

Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

CERTAIN DEFINITIONS

Unless indicated otherwise in this Report or the context requires otherwise, the terms:

•

“1933 Act” refers to the Securities Act of 1933, as amended;

•

“1934 Act” refers to the Securities Exchange Act of 1934, as amended;

•

“1940 Act” refers to the Investment Company Act of 1940;

•

“5C” refers to 5C Investment Partners LP and its subsidiaries and affiliated entities;

•

“5C Accounts” refers collectively to the pooled investment vehicles, including the Company, other business development companies and commingled private funds, separately managed accounts, funds of one and other similar vehicles and accounts to which 5C provides and intends to provide investment advisory services;

•

“Administrator” and the Company’s “administrator” refer to 5C Investment Partners Administrator LLC, the Company’s administrator;

•

“Advisor” and the Company’s “investment adviser” refer to 5C Lending Partners Advisor LLC, the Company’s investment adviser;

•

“Company” refers to 5C Lending Partners Corp., a Maryland corporation; and

•

“Stockholders” refers to holders of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

5C Lending Partners Corp.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)


	June 30, 2025
	(Unaudited)			December 31, 2024
Assets
Non-controlled, non-affiliated investments at fair value (amortized cost $133,773 and $0, respectively)	$	133,605		$	—
Cash and cash equivalents		142,527			32,280
Deferred offering costs		537			1,226
Deferred financing costs		1,622			578
Interest receivable		800			—
Dividend receivable		69			35
Total Assets	$	279,160		$	34,119

Liabilities
Debt	$	153,800		$	—
Due to affiliate		2,403			1,140
Interest payable		480			—
Management fee payable		143			—
Accrued expenses and other liabilities		139			588
Total Liabilities	$	156,965		$	1,728

Commitments and contingencies (Note 7)

Net Assets
Preferred Stock, $0.001 par value; 1,000,000 shares authorized; 515 and 515 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively; liquidation preference of $3,000 per share(1)	$	—		$	—
Additional paid-in capital in excess of par value of Preferred Stock		1,545			1,545
Common Stock, $0.001 par value; 5,000,000,000 shares authorized; 4,879,032 and 1,242,991 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		5			1
Additional paid-in capital in excess of par value of Common Stock		120,841			30,845
Distributable earnings (Accumulated losses)		(196	)		—
Total Net Assets	$	122,195		$	32,391
Total Liabilities and Net Assets	$	279,160		$	34,119
Net Asset Value Per Share of Common Stock(2)	$	24.73		$	24.82

(1) The par amount of Preferred Stock at June 30, 2025 and December 31, 2024 is zero due to rounding.

(2) Net asset value per share of Common Stock may not recalculate due to rounding.

The accompanying notes are an integral part of these consolidated financial statements.

5C Lending Partners Corp.

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share amounts)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	2,658		$	—		$	3,640		$	—
Dividend income		98			—			149			—
Other income		155			—			185			—
Total Investment Income		2,911			—			3,974			—
Expenses
Interest expense	$	1,037		$	—		$	1,594		$	—
Administrative service expenses		741			768			1,587			954
Organizational expenses		—			1,063			—			1,360
Professional fees		492			—			1,045			—
Amortization of deferred offering costs		432			—			840			—
Other general and administrative expenses		206			—			414			—
Directors' fees		90			19			176			19
Management fees		143			—			185			—
Total Expenses		3,141			1,850			5,841			2,333
Less: Expenses waived by Advisor (Note 3)		—			(768	)		(762	)		(954	)
Less: Expense Support (Note 3)		(1,935	)		(1,082	)		(3,248	)		(1,379	)
Reimbursement of expense support (Note 3)		1,615			—			2,078			—
Net Expenses		2,821			—			3,909			—
Net Investment Income (Loss)		90			—			65			—
Unrealized and Realized Gains (Losses)
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments		(140	)		—			(168	)		—
Total Net Unrealized and Realized Gains (Losses)		(140	)		—			(168	)		—
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(50	)	$	—		$	(103	)	$	—
Preferred Stock dividends		(46	)		—			(93	)		—
Net Increase (Decrease) in Net Assets Resulting from Operations applicable to Common Stock	$	(96	)	$	—		$	(196	)	$	—
Per Share Information - Basic and Diluted
Net investment income (loss) per share of Common Stock (basic and diluted)(1)(2)	$	0.03		$	—		$	0.03		$	—
Earnings (losses) per share of Common Stock (basic and diluted)(1)(2)	$	(0.03	)	$	—		$	(0.09	)	$	—
Weighted average shares of Common Stock outstanding (basic and diluted)(2)		2,968,286			—			2,163,914			—

(1) Net investment income (loss) per share of Common Stock (basic and diluted) and earnings (losses) per share of Common Stock (basic and diluted) may not recalculate due to rounding.

(2) There were no shares of Common Stock outstanding for the three and six months ended June 30, 2024.

The accompanying notes are an integral part of these consolidated financial statements.

5C Lending Partners Corp.

Consolidated Statements of Changes in Net Assets (Unaudited)

(in thousands, except share data)


	Preferred Stock				Common Stock				Additional Paid-in		Distributable Earnings (Accumulated			Total Net
	Shares		Par Value		Shares		Par Value		Capital		Losses)			Assets
Balance at December 31, 2024(1)		515	$	—		1,242,991	$	1	$	32,390	$	—		$	32,391
Operations:
Net investment income (loss)		—		—		—		—		—		(25	)		(25	)
Net change in unrealized gains (losses)		—		—		—		—		—		(28	)		(28	)
Net Increase (Decrease) in Net Assets Resulting from Operations		—	$	—		—	$	—	$	—	$	(53	)	$	(53	)
Capital Share Transactions:
Issuance of Common Stock		—		—		1,614,205		2		39,998		—			40,000
Issuance of Preferred Stock		—		—		—		—		—		—			—
Distributions:
Preferred Stock dividends		—		—		—		—		—		—			—
Net Increase (Decrease) for the Period		—		—		1,614,205		2		39,998		(53	)		39,947
Balance at March 31, 2025(1)		515	$	—		2,857,196	$	3	$	72,388	$	(53	)	$	72,338
Operations:
Net investment income (loss)		—		—		—		—		—		90			90
Net change in unrealized gains (losses)		—		—		—		—		—		(140	)		(140	)
Net Increase (Decrease) in Net Assets Resulting from Operations		—	$	—		—	$	—	$	—	$	(50	)	$	(50	)
Capital Share Transactions:
Issuance of Common Stock		—		—		2,021,836		2		49,998		—			50,000
Issuance of Preferred Stock		—		—		—		—		—		—			—
Distributions:
Preferred Stock dividends from net investment income		—		—		—		—		—		(93	)		(93	)
Net Increase (Decrease) for the Period		—		—		2,021,836		2		49,998		(143	)		49,857
Balance at June 30, 2025(1)		515	$	—		4,879,032	$	5	$	122,386	$	(196	)	$	122,195

	Preferred Stock				Common Stock				Additional Paid-in		Distributable Earnings (Accumulated			Total Net
	Shares		Par Value		Shares		Par Value		Capital		Losses)			Assets
Balance at December 31, 2023(2)		—	$	—		—	$	—	$	—	$	—		$	—
Operations:
Net investment income (loss)		—		—		—		—		—		—			—
Net change in unrealized gains (losses)		—		—		—		—		—		—			—
Net Increase (Decrease) in Net Assets Resulting from Operations		—	$	—		—	$	—	$	—	$	—		$	—
Capital Share Transactions:
Issuance of Common Stock		—		—		—		—		—		—			—
Issuance of Preferred Stock		—		—		—		—		—		—			—
Distributions:
Preferred Stock dividends		—		—		—		—		—		—			—
Net Increase (Decrease) for the Period		—		—		—		—		—		—			—
Balance at March 31, 2024(2)		—	$	—		—	$	—	$	—	$	—		$	—
Operations:
Net investment income (loss)		—		—		—		—		—		—			—
Net change in unrealized gains (losses)		—		—		—		—		—		—			—
Net Increase (Decrease) in Net Assets Resulting from Operations		—	$	—		—	$	—	$	—	$	—		$	—
Capital Share Transactions:
Issuance of Common Stock		—		—		—		—		—		—			—
Issuance of Preferred Stock		—		—		—		—		—		—			—
Distributions:
Preferred Stock dividends		—		—		—		—		—		—			—
Net Increase (Decrease) for the Period		—		—		—		—		—		—			—
Balance at June 30, 2024(2)		—	$	—		—	$	—	$	—	$	—		$	—

(1) The par amounts of Preferred Stock are zero due to rounding.

(2) The balances are zero due to the period being prior to the contribution of seed capital. All expenses incurred up to this date were either advanced by the Advisor on behalf of the Company and made subject to the Expense Support Agreement (Note 3), capitalized as an asset with an offsetting liability, or waived entirely.

The accompanying notes are an integral part of these consolidated financial statements.

5C Lending Partners Corp.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	For the Six Months Ended June 30,
	2025			2024
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$	(103	)	$	—
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases and originations of investments, net		(133,689	)		—
Net change in unrealized (gains) losses on investments		168			—
Net amortization of discount on investments		(84	)		—
Accrual of deferred offering costs		(151	)		(538	)
Amortization of deferred offering costs		840			—
Accrual of deferred financing costs		(82	)		—
Amortization of deferred financing costs		391			—
Changes in Operating Assets and Liabilities:
Interest receivable		(800	)		—
Management fees payable		143			—
Interest payable		480			—
Dividend receivable		(34	)		—
Due to affiliate		1,263			—
Accrued expenses and other liabilities		(204	)		538
Net Cash Provided by (used in) Operating Activities		(131,862	)		—
Cash Flows from Financing Activities:
Proceeds from issuance of Common Stock		90,000			—
Borrowings on debt		213,500			—
Repayments on debt		(59,700	)		—
Deferred financing costs paid		(1,598	)		—
Preferred Stock dividends		(93	)		—
Net Cash Provided by (used in) Financing Activities		242,109			—
Net Increase (Decrease) in Cash and Cash Equivalents		110,247			—
Cash and Cash Equivalents, Beginning of Period		32,280			—
Cash and Cash Equivalents, End of Period	$	142,527		$	—
Supplemental Information:
Interest paid during the period	$	723		$	—

The accompanying notes are an integral part of these consolidated financial statements.

5C Lending Partners Corp.

Consolidated Schedule of Investments as of June 30, 2025 (Unaudited)

(in thousands, except percentages)


Company(1)(2)(7)(8)(9)(11)(13)(14)	Investment Type	Initial Acquisition Date	Reference Rate and Spread		Interest Rate			Maturity Date		Par Amount/Units(4)		Amortized Cost(5)(6)			Fair Value			Percentage of Net Assets Applicable to Common Stock
Non-controlled, non-affiliated investments
Debt Investments
Distributors
BCPE Empire Holdings, Inc.(3)	Second Lien Term Loan	4/2025	SOFR + 5.25%			9.57	%	12/2031		$	40,000	$	39,417		$	39,520			32.76	%
Diversified Consumer Services
Vacation Rental Brands, LLC(12)	First Lien Delayed Draw Term Loan	5/2025	SOFR + 5.25%			—		5/2032			—		(18	)		(18	)		-0.02	%
Vacation Rental Brands, LLC(3)(12)	First Lien Revolver	5/2025	SOFR + 5.25%			9.55	%	5/2031			1,383		1,341			1,340			1.11	%
Vacation Rental Brands, LLC(3)	First Lien Term Loan	5/2025	SOFR + 5.25%			9.55	%	5/2032			42,064		41,646			41,643			34.52	%
Financial Services
Foundation Risk Partners, Corp.(12)	First Lien Delayed Draw Term Loan	3/2025	SOFR + 4.75%			—		10/2030			—		(59	)		12			0.01	%
World Insurance Associates, LLC(12)	First Lien Delayed Draw Term Loan	2/2025	SOFR + 5.00%			—		4/2030			—		(46	)		(130	)		-0.11	%
World Insurance Associates, LLC(12)	First Lien Revolver	2/2025	SOFR + 5.00%			—		4/2030			—		(5	)		(9	)		-0.01	%
Health Care Providers and Services
AAH Topco., LLC(12)	First Lien Delayed Draw Term Loan	3/2025	SOFR + 5.00%			—		12/2027			—		(80	)		(88	)		-0.07	%
Professional Services
Endor Purchaser, Inc.(12)	First Lien Delayed Draw Term Loan	1/2025	SOFR + 5.00%			—		1/2032			—		(27	)		(35	)		-0.03	%
Endor Purchaser, Inc.(12)	First Lien Revolver	1/2025	SOFR + 5.00%			—		1/2032			—		(27	)		(32	)		-0.03	%
Endor Purchaser, Inc.(3)	First Lien Term Loan	1/2025	SOFR + 5.00%			9.30	%	1/2032			26,250		26,009			25,961			21.52	%
Software
Vamos Bidco, Inc.(12)	First Lien Delayed Draw Term Loan	1/2025	SOFR + 4.75%			—		1/2032			—		(51	)		(97	)		-0.08	%
Vamos Bidco, Inc.(12)	First Lien Revolver	1/2025	SOFR + 4.75%			—		1/2032			—		(31	)		(45	)		-0.04	%
Vamos Bidco, Inc.(3)	First Lien Term Loan	1/2025	SOFR + 4.75%			9.05	%	1/2032			25,946		25,704			25,583			21.21	%
Total Debt Investments													133,773			133,605			110.74	%
Total Investments before Cash Equivalents													133,773			133,605			110.74	%
BlackRock Liquidity Funds T-Fund Institutional Share Class(10)	Money Market Fund	10/2024		—		4.20	%		—		142,527		142,527			142,527			118.13	%
Total Cash Equivalents													142,527			142,527			118.13	%
Total Investments after Cash Equivalents												$	276,300		$	276,132			228.87	%

(1)

Unless otherwise indicated, the Company’s portfolio companies are domiciled in the United States.

(2)

Unless otherwise indicated, the fair value of all investments were determined using significant unobservable inputs and are considered Level 3 investments in accordance with ASC Topic 820. See Note 5 “Fair Value Measurements” for additional details related to investments at fair value.

(3)

Investment contains a variable rate structure, and may be subject to an interest rate floor. Variable rate investments bear interest at a rate that may be determined by reference to either Secured Overnight Financing Rate (“SOFR”) or an alternate base rate (which can include the Federal Funds Rate or the Prime Rate), selected at the borrower’s option, and which reset periodically based on the terms of the credit agreement. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The interest rate shown is the interest rate in effect at June 30, 2025.

(4)

The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments and cash equivalents.

(5)

The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on term debt investments using the effective interest method and the straight-line method for revolving or delayed draw investments.

(6)

As of June 30 2025, the estimated cost basis of investments for U.S. federal tax purposes was $276,300 resulting in estimated gross unrealized gains and losses of $0 and $168, respectively.

(7)

Under the 1940 Act, the Company would “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities or has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2025, the Company does not “control” any portfolio companies.

(8)

Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of a portfolio company if the Company owns more than 5% of the portfolio company's outstanding voting securities. As of June 30, 2025, the Company does not identify any of its portfolio companies as affiliates.

(9)

Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. Non-qualifying assets represented 0% of total assets as of June 30, 2025.

(10)

This security is valued using observable inputs and is considered a Level 1 investment within the fair value hierarchy. See Note 5 “Fair Value Measurements” for additional details related to investments at fair value. This security is included in Cash and Cash Equivalents on the Consolidated Statements of Assets and Liabilities.

(11)

All or a portion of this security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed to be "restricted securities" under the Securities Act. As of June 30, 2025, the aggregate fair value of these securities is $0, or 0.0% of the Company's net assets.

(12)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost, fair market value adjustments or a combination thereof. See Note 7 "Commitments and Contingencies" for more information on the Company's unfunded commitments.

(13)

Certain portfolio company investments may be subject to contractual restrictions on sales.

(14)

All funded debt investments are income producing. As of June 30, 2025, there were no investments that were on a non-accrual status.

The accompanying notes are an integral part of these consolidated financial statements.

5C Lending Partners Corp.

Schedule of Investments as of December 31, 2024

(in thousands, except percentages)


Company(1)(2)(6)(7)(8)	Investment Type	Initial Acquisition Date	Reference Rate and Spread		Interest Rate			Maturity Date		Par Amount/Units(3)		Amortized Cost(4)(5)		Fair Value		Percentage of Net Assets Applicable to Common Stock
Total Debt Investments												$	—	$	—		0.00	%
Total Investments before Cash Equivalents													—		—		0.00	%
BlackRock Liquidity Funds T-Fund Institutional Share Class(9)	Money Market Fund	10/2024		—		4.36	%		—		9,242		9,242		9,242		29.96	%
Total Cash Equivalents													9,242		9,242		29.96	%
Total Investments after Cash Equivalents												$	9,242	$	9,242		29.96	%

(1)

Unless otherwise indicated, the Company’s portfolio companies are domiciled in the United States.

(2)

Unless otherwise indicated, the fair values of all investments were determined using significant unobservable inputs and are considered Level 3 investments in accordance with ASC Topic 820. See Note 5 “Fair Value Measurements” for additional details related to investments at fair value.

(3)

The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments and cash equivalents.

(4)

(5)

As of December 31, 2024, the estimated cost basis of investments for U.S. federal tax purposes was $9,242 resulting in estimated gross unrealized gains and losses of $0 and $0, respectively.

(6)

Under the 1940 Act, the Company would “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities or has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2024, the Company does not “control” any portfolio companies.

(7)

Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of a portfolio company if the Company owns more than 5% of the portfolio company's outstanding voting securities. As of December 31, 2024, the Company does not identify any of its portfolio companies as affiliates.

(8)

(9)

The accompanying notes are an integral part of these consolidated financial statements.

5C Lending Partners Corp.

Notes to Consolidated Financial Statements (Unaudited)

(in thousands, except share, per share data, percentages and as otherwise noted)

1. Organization and Business

5C Lending Partners Corp. (the "Company") is incorporated under the laws of the State of Maryland and was formed on October 16, 2023. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). For U.S. federal income tax purposes, beginning with its tax year ending December 31, 2024, the Company will elect to be treated, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986; as amended (the “Code”). As a BDC and a RIC, the Company is required to comply with certain regulatory and tax requirements. On April 4, 2025, the Company formed a wholly-owned subsidiary, 5CLP BDC I Equity Holdings I LLC ("Equity Holdings I"), a Delaware limited liability company.

The Company's investment objective is to generate current income and long-term capital appreciation primarily by investing in U.S.-domiciled upper middle-market companies through direct originations of first lien debt (including stand-alone first lien loans, "unitranche" loans, which are loans that combine both senior and subordinated debt, generally in a first lien position and first lien secured bonds) and, to a lesser extent, second lien debt, unsecured debt and equity or equity-related investments. The Company generally considers upper middle-market companies to consist of companies with earnings before interest, income tax, depreciation and amortization between $50 million to $500 million annually at the time of investment. The Company may from time to time invest in smaller or larger companies and other instruments if the Advisor (as defined below) believes that the opportunity presents attractive investment characteristics and the potential for attractive risk-adjusted returns.

The Company is managed by 5C Lending Partners Advisor LLC (the “Advisor”). The Advisor is a limited liability company that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Subject to the Company's board of directors (the “Board of Directors”) and pursuant to the Investment Advisory Agreement (as defined in Note 3), the Advisor manages the Company’s day-to-day operations and provides investment advisory and management services to the Company.

The Company has conducted and from time to time may conduct private offerings of shares of the Company's common stock (the "Common Stock", and each such offering, a “Private Offering”), in the United States to “accredited investors” within the meaning of Regulation D under the 1933 Act, and outside the United States in accordance with Regulation S or Regulation D under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. At each closing of a Private Offering, each investor will make a capital commitment (a “Capital Commitment”) to purchase shares of the Common Stock pursuant to a subscription agreement entered into with the Company (each a "Subscription Agreement" and together, the "Subscription Agreements"). Investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice.

On July 10, 2024, an affiliate of the Advisor seeded the Company by purchasing 1,000 shares of the Company’s Common Stock, par value $0.001 per share, at a price of $25.00 per share as the Company’s initial capital. The Company commenced operations on September 26, 2024, the date the Company issued 515 shares of 12.0% Series A cumulative preferred shares with a par value of $0.001 per share (“Preferred Stock”) for an aggregate offering price of $1,545 and separately issued 80,000 shares of Common Stock for proceeds of $2,000 from outstanding Commitments of an affiliate to the Advisor. Prior to the commencement of operations, only organizational and administrative activities were conducted. The Company commenced investment operations in January 2025.

2. Significant Accounting Policies

Basis of Presentation

The unaudited consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 13, 2025.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. The Company is an investment company and therefore, applies the specialized accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC Topic 946”). In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The functional currency of the Company is U.S. dollars, and these consolidated financial statements have been prepared in that currency.

Fiscal Year End

The Company’s fiscal year ends on December 31.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.

Basis of Consolidation

As provided under Regulation S-X and ASC Topic 946, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. The Company consolidated its wholly-owned subsidiary, Equity Holdings I. All intercompany balances and transactions have been eliminated in consolidation.

Segment Reporting

In accordance with ASC Topic 280 - Segment Reporting (“ASC Topic 280”), the Company has determined that it has a single operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any intra-segment sales and transfers of assets.

The Company operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation primarily through first lien debt investments. The chief operating decision maker (the “CODM”) is comprised of the Company’s co-presidents, chief financial officer and general counsel and assesses the performance and makes operating decisions of the Company primarily based on the Company’s net increase (decrease) in net assets resulting from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in determining the amounts of dividends to be distributed to the Company’s stockholders. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated statements of assets and liabilities as “total assets” and the significant segment expenses are listed on the accompanying consolidated statements of operations.

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits held with financial institutions and are highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost which approximates fair value. The Company deposits its cash with highly rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law. As of June 30, 2025 and December 31, 2024, the Company had $142,527 and $9,242, respectively, of cash equivalents invested in a money market fund. As of June 30, 2025 and December 31, 2024, the Company had cash balances of $0 and $23,038, respectively.

Investment Transactions

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Other Income

Other income includes income such as consent, waiver, amendment, and unused fees associated with the Company’s investment activities, as well as any fees for managerial assistance services rendered by the Company to its portfolio companies. Such fees are recognized as income when earned or the services are rendered.

Investments at Fair Value

The Board of Directors is responsible for overseeing the valuation of our portfolio investments at fair value as determined in good faith pursuant to the Advisor’s valuation policy. As permitted by Rule 2a-5 of the 1940 Act, the Board of Directors has designated the Advisor as our valuation designee with day-to-day responsibility for implementing the portfolio valuation process set forth in the Advisor’s valuation policy.

The Company applies Financial Accounting Standards Board Codification Topic 820, Fair Value Measurement (“ASC Topic 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC Topic 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC Topic 820 specifies a fair value hierarchy that prioritizes and ranks the levels of observability of inputs used in the determination of fair value. In accordance with ASC Topic 820, these three levels are summarized below:

•

Level 1- Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.

•

Level 2- Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•

Level 3- Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer(s) occurs. In addition to using the above inputs in investment valuations, the Advisor applies the valuation policy approved by our Board of Directors that is consistent with ASC Topic 820. Consistent with the valuation policy, the Advisor evaluates the source of each input, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (i.e., broker quotes), the Advisor subjects those prices to various criteria to determine whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment.

The Advisor determines the fair value of our investment portfolio on a quarterly basis. Securities that are publicly traded with readily available market prices are valued at the reported closing price on the valuation date. Securities that are not publicly traded with readily available market prices are valued at fair value as determined in good faith by the Advisor, in accordance with the valuation policy approved by the Board of Directors. In connection with that determination, the Advisor prepares portfolio investment valuations which are based on relevant inputs, including, but not limited to, dealer quotes, values of comparable securities, recent portfolio company financial statements, forecasts and other relevant disclosures, and valuations prepared by independent third-party pricing and valuation services.

Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market values, the fair value of such investments may fluctuate from period to period due to changes in the unobservable inputs that the Advisor employs to determine the fair value of such investments. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a readily available market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize an amount(s) that is different from the amount(s) presented and such differences could be material.

In addition, changes in the market environment including the impact of changes in broader market indices and credit spreads and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Interest and Dividend Income Recognition

Interest income is recorded on an accrual basis and includes amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity. For the three and six months ended June 30, 2025, none of our investment income was comprised of PIK interest. PIK dividends represent accrued dividends that are added to the shares held of the equity investment on the respective dividend payment dates rather than being paid in cash and generally becomes due at a certain trigger date. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method or the straight-line method for revolving or delayed draw investments. The amortized cost of investments represents the original cost adjusted for the amortization of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts and premiums to par value are recorded as interest income in the current period.

Loans are generally placed on non-accrual status when interest or principal payments become materially past due and there is reasonable doubt that principal or interest will be collected in full. Recognition of interest income from that loan will be ceased until principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Company’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in the Company’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Accrued interest is written-off when it becomes probable that the interest will not be collected, and the amount of uncollectible interest can be reasonably estimated.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Dividend income earned from money market funds is recorded on an accrual basis.

Deferred Financing Costs

Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These amounts are capitalized as assets on the Consolidated Statements of Assets and Liabilities and amortized on a straight-line basis over the life of the borrowings and included in interest expense in the Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, the Company had deferred financing costs net of amortization of $1,622 and $578, respectively. For the three and six months ended June 30, 2025, amortization of deferred financing costs included in interest expense was $215 and $391, respectively. For the three and six months ended June 30, 2024, there was no amortization of deferred financing costs. As of June 30, 2025 and December 31, 2024, the amount of capitalized financing costs paid by an affiliate of the Advisor on behalf of the Company was $316 and $12, respectively, and the amount of capitalized financing costs payable to third parties was $99 and $566, respectively. As of June 30, 2025 and December 31, 2024, the Company had outstanding borrowings of $153,800 and $0, respectively.

Organizational Expenses and Offering Costs

Organizational expenses are expensed as incurred and include the cost of formation, including legal fees related to the creation and organization of the Company and its related documents of organization.

Offering costs include legal fees, registration fees, and other offering costs associated with the Company's continuous offering. Offering costs of the Company are capitalized as a deferred charge and are amortized to expense on a straight-line basis over 12 months from the later of the Company's commencement of operations or incurrence. For the three and six months ended June 30, 2025, the Company incurred offering costs of $44 and $151, respectively. For the three and six months ended June 30, 2025, amortization of offering costs was $432 and $840, respectively. For the three and six months ended June 30, 2025, the portion of amortized offering costs that the Advisor has elected to pay on behalf of the Company was $406 and $789, respectively, which was made subject to conditional reimbursement by the Company, pursuant to the Expense Support Agreement defined and further described in Note 3. For the three and six months ended June 30, 2024, the Company incurred offering costs of $461 and $538, respectively. For the three and six months ended June 30, 2024, there was no amortization of offering costs.

As of June 30, 2025 and December 31, 2024, the Company had a capitalized balance of $537 and $1,226, respectively, of offering costs net of amortization. As of June 30, 2025 and December 31, 2024, the amount of capitalized offering costs paid by an affiliate of the Advisor on behalf of the Company was $472 and $1,128, respectively, and the amount of capitalized offering costs payable to third parties was $40 and $22, respectively.

Under the Investment Advisory Agreement and the Administration Agreement (each as defined in Note 3), the Company is responsible for bearing its organizational expenses, offering costs and other costs and expenses of its operations, administration, and transactions. Organizational expenses and the amortization of offering costs incurred by the Company and elected to be paid by the Advisor under the Expense Support Agreement represents a liability of the Company when the Company meets the conditions for reimbursement under the Expense Support Agreement. Refer to Note 3 for additional information.

Prepaid Expenses

Prepaid expenses represent payments made by the Company in advance for goods and services to be received in the future. They are recognized on the Consolidated Statements of Assets and Liabilities and are amortized on a straight-line basis over the period of service. As of June 30, 2025 and December 31, 2024, the Company did not have any prepaid expenses.

Income Taxes

As described in Note 1, the Company intends to elect to be treated as a RIC. So long as the Company maintains its status as a RIC, it generally will not be subject to corporate level U.S. federal income taxes on any ordinary income or capital gains that is distributed at least annually to its stockholders as dividends. Any tax liability related to income earned and distributed by the Company represents the obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

To qualify and be subject to tax as a RIC for U.S. federal income tax purposes, the Company will need to ensure that (among other things) it generates certain sources of income and meets asset diversification requirements and distributes to its stockholders, for each taxable year, an amount equal to at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses. The Company will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (i) 98% of the Company’s net ordinary income for each calendar year, (ii) 98.2% of the amount by which the Company’s capital gains exceed the Company’s capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax.

The Company follows ASC Topic 740 which requires the Company to evaluate tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. As of June 30, 2025, no tax expenses and no interest and penalties were incurred. The Company's federal and state tax returns, beginning with the tax year ending December 31, 2024, remain open to examination by applicable tax authorities.

Distributions

To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its stockholders. Distributions to stockholders are recorded on the record date. All distributions will be paid at the discretion of the Board of Directors and will depend on the Company’s earnings, financial condition, maintenance of the Company’s tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board of Directors may deem relevant from time to time.

The Company has adopted a distribution reinvestment plan that provides for reinvestment of distributions on behalf of stockholders, unless a stockholder elects to receive cash distributions. As a result, if the Board of Directors authorizes, and the Company declares, a cash dividend or other distribution, then the stockholders who have not ‘opted out’ of the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s Common Stock, rather than receiving the cash distributions.

Recent Accounting Standards

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”)”. ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 with early adoption being permitted. The Company is currently evaluating the impact of this guidance and does not expect a material impact to the consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”)”, which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. In January 2025, the FASB issued ASU 2025-01 to clarify ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption and retrospective application is permitted. The Company is currently evaluating the impact of this guidance and does not expect a material impact to the consolidated financial statements.

Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

3. Agreements and Related Party Transactions

Investment Advisory Agreement

On June 18, 2024, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Advisor. Under the terms of the Investment Advisory Agreement, the Advisor provides investment advisory services to the Company. The Advisor’s services under the Investment Advisory Agreement are not exclusive, and the Advisor is free to furnish similar or other services to others so long as its services to the Company are not impaired. Pursuant to the Investment Advisory Agreement, the Company will pay the Advisor a fee for its investment advisory and management services consisting of two components—a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). Unless waived by the Advisor, the cost of both the Management Fee and the Incentive Fee will be borne by the Company’s stockholders.

Management Fee

The Management Fee is payable quarterly in arrears. The Management Fee is payable at an annual rate of 0.60% of the average value of the Company’s gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the Company’s two most recently completed calendar quarters. The Management Fee will increase to 1.00% in the event the Company’s Common Stock is listed on a national securities exchange (“Exchange Listing”).

The Management Fee for any partial quarter is appropriately prorated (based on the actual number of days elapsed relative to the total number of days in such calendar quarter). For purposes of the Investment Advisory Agreement, “gross assets” means the Company’s total assets determined on a consolidated basis in accordance with U.S GAAP, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.

For the three and six months ended June 30, 2025, Management Fees were $143 and $185, respectively. For the three and six months ended June 30, 2024, the Company did not accrue or incur any Management Fees.

Incentive Fee

The Incentive Fee consists of two parts: (i) an Investment Income Incentive Fee and (ii) a Capital Gains Incentive Fee. The Investment Income Incentive Fee is calculated and payable on a quarterly basis, in arrears, and will equal 10.0% (17.5% in the event of an Exchange Listing) of Pre-Incentive Fee Net Investment Income (defined below) for the immediately preceding calendar quarter, subject to a quarterly preferred return of 1.50% (i.e., 6.0% annualized), or “Hurdle,” measured on a quarterly basis and subject to a 100% “catch-up” feature.

“Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any accrued income that the Company has not yet received in cash, interest in the form of securities received rather than cash, including original issuance discount (“OID”), PIK and zero coupon investments, and any other fees such as commitment, origination, structuring, diligence, consulting, or other fees that the Company receives from portfolio companies) accrued during the calendar quarter minus the Company’s operating expenses accrued during the calendar quarter (including the Management Fee, administrative expenses and any interest expense and dividends paid on issued and outstanding preferred stock, but excluding the Incentive Fee). These calculations shall be appropriately adjusted for any share issuances or repurchases during the quarter (based on the actual number of days elapsed relative to the total number of days in such calendar quarter).

Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter, expressed as a rate of return on the value of the Company’s net assets at the beginning of the immediately preceding calendar quarter, will be compared to a “Hurdle Amount” equal to the product of (i) the Hurdle rate of 1.50% per quarter (6.0% annualized) and (ii) the Company’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of the immediately preceding calendar quarter.

The Company pays the Advisor an Investment Income Incentive Fee in each calendar quarter as follows:

•

No Investment Income Incentive Fee is payable to the Advisor in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Amount for such calendar quarter;

•

100% of the Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than 1.6667% (1.8182% in the event of an Exchange Listing) for that calendar quarter is payable to the Advisor. The Company refers to this portion of the Company’s Pre-Incentive Fee Net Investment Income as the “catch-up”; and

•

10.0% (17.5% in the event of an Exchange Listing) of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.6667% (1.8182% in the event of an Exchange Listing) in any calendar quarter is payable to the Advisor.

The “Capital Gains Incentive Fee” will be an annual fee that will be determined and payable, in arrears, as of the end of each calendar year (or upon termination of the Investment Advisory Agreement) in an amount equal to 10.0% (17.5% in the event of an Exchange Listing) of realized capital gains, if any, determined on a cumulative basis from the commencement of the Company’s investment operations (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from the commencement of the Company’s investment operations (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), less the aggregate amount of any previously paid Capital Gains Incentive Fees.

The Company will accrue, but will not pay, a Capital Gains Incentive Fee with respect to unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Advisor if the Company were to sell the relevant investment and realize a capital gain.

The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated.

For the three and six months ended June 30, 2025 and 2024, the Company did not accrue or incur any incentive fees.

Administration Agreement

On June 18, 2024, the Company entered into an administration agreement (the “Administration Agreement”) with an affiliate of the Advisor, 5C Investment Partners Administrator LLC (the “Administrator”). Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, certain administrative and compliance services to the Company. These services include, but are not limited to, providing office facilities and equipment, maintaining financial and other records, preparing reports to stockholders and reports filed with the SEC, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. These services are reimbursable to the Administrator under the terms of the Administration Agreement. In addition, with consent of the Company’s Board of Directors, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties, and the Company pays or reimburses the Administrator for certain expenses incurred by any such affiliates or third parties for work done on its behalf.

Unless earlier terminated, the Administration Agreement will remain in effect for a period of two years from the date it first became effective, and will remain in effect from year-to-year thereafter if approved annually by (i) a majority of the Board of Directors or holders of a majority of the Company’s outstanding Common Stock and (ii) a majority of those Directors who are not “interested persons” (as defined in the 1940 Act) of any party to the Administration Agreement. The Company or the Administrator may terminate the Administration Agreement, without payment of any penalty, upon sixty (60) days’ written notice.

For the three and six months ended June 30, 2025, the Company incurred administrative service expenses of $741 and $1,587, respectively, and other general and administrative expenses of $206 and $414, respectively, under the Administration Agreement. For the three and six months ended June 30, 2025, $0 and $762, respectively, of these expenses have been waived by the Advisor, and will not be subject to reimbursement by the Company. For the three and six months ended June 30, 2025, $947 and $1,239, respectively, of these expenses are subject to conditional reimbursement by the Company, pursuant to the Expense Support Agreement.

For the three and six months ended June 30, 2024, the Company incurred administrative service expenses of $768 and $954, respectively, and other general and administrative expenses of $0 and $0, respectively, under the Administration Agreement. For the three and six months ended June 30, 2024, $768 and $954, respectively, of these expenses have been waived by the Advisor, and will not be subject to reimbursement by the Company. For the three and six months ended June 30, 2024, none of these expenses are subject to conditional reimbursement by the Company, pursuant to the Expense Support Agreement.

Sub-Administration Agreement

On July 30, 2024, the Administrator, on behalf of the Company, entered into a sub-administration agreement (the “Sub-Administration Agreement”) with U.S. Bancorp Fund Services, LLC (the “Sub-Administrator”) pursuant to which the Sub-Administrator provides various administrative and accounting services to the Company. The initial term of the Sub-Administration Agreement is three years from the effective date of the Sub-Administration Agreement. The Company or the Sub-Administrator may terminate the Sub-Administration Agreement, without payment of any penalty, upon ninety (90) days’ written notice.

Expense Support Agreement

On June 18, 2024, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Advisor, pursuant to which the Advisor may elect to pay certain of the Company’s expenses, including those expenses incurred prior to the first drawdown date which occurred on September 26, 2024, on the Company’s behalf (“Expense Payments”), provided that no portion of such Expense Payments will be used to pay any interest expense or distribution and/or stockholder servicing fees. Any Expense Payment that the Advisor commits to pay must be paid by the Advisor to or on behalf of the Company in any combination of cash or other immediately available funds no later than ninety days after such commitment is made in writing, and/or offset against amounts due from the Company to the Advisor or its affiliates.

Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to the Advisor until such time as all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. As a result, no amounts subject to the Expense Support Agreement will be reimbursed after three years from the date of the respective Expense Payment. Any payments required to be made by the Company under the Expense Support Agreement is referred to as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Advisor; provided that the Advisor may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.

The Company’s obligation to make a Reimbursement Payment will automatically become a liability on the last business day of the applicable calendar quarter, except to the extent the Advisor has waived its right to receive such payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by the Company to the Advisor in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than ninety (90) days after the end of such calendar quarter.

No Reimbursement Payment for any applicable calendar quarter shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such proposed Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Company’s Operating Expense Ratio at the time of such proposed Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365-day year) of regular cash distributions per share exclusive of returns of capital and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, less organizational and offering expenses, Management Fees and Incentive Fees owed to the Advisor, and interest expense, by the Company’s net assets.

Either the Company or the Advisor may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to the Advisor will remain the Company’s obligation following any such termination, subject to the terms of the Expense Support Agreement.

The following table shows the summary of expense payments and related reimbursement payments since the Company’s commencement of operations:


	Expense Payments Made by Advisor		Cumulative Reimbursement Payments to Advisor		Unreimbursed Expense Payments		Reimbursement Eligibility Expiration	Effective Rate of Distribution per share of Common Stock			Operating Expense Ratio
For the Quarter Ended
September 30, 2024(1)	$	2,831	$	2,078	$	753	September 30, 2027		0.00	%		37.07	%
December 31, 2024		1,143		—		1,143	December 31, 2027		0.00	%		7.30	%
March 31, 2025		1,313		—		1,313	March 31, 2028		0.00	%		2.34	%
June 30, 2025		1,935		—		1,935	June 30, 2028		0.00	%		1.25	%
Total	$	7,222	$	2,078	$	5,144

(1)

Included in this amount is $1,562 of Expense Payments made by the Advisor relating to expenses incurred by the Company for the period from October 16, 2023 (Inception) through the quarter ended June 30, 2024.

As of June 30, 2025, the Advisor has provided written commitments for Expense Payments in the amount of $7,222. At the time expenses paid by the Advisor on behalf of the Company meet the conditions for reimbursement under the Expense Support Agreement, the Company will recognize the liability as due to affiliate. For the three and six months ended June 30, 2025, the Company recognized $1,615 and $2,078, respectively of Reimbursement Payment obligations related to Expense Payments made by the Advisor in previous quarters. Pursuant to the Expense Support Agreement, Reimbursement Payments shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Advisor. As of June 30, 2025 and December 31, 2024, there is $1,615 and $186 dollars, respectively, included within due to affiliates for reimbursement of expense support.

Co-Investment Transactions Exemptive Relief

The Company was granted an exemptive order from the SEC which permits the Company, subject to the satisfaction of specific conditions and requirements, to co-invest in privately negotiated investment transactions with certain affiliates of the Advisor.

License Agreement

On June 18, 2024, the Company entered into a License Agreement (the “License Agreement”) with 5C Investment Partners LP, pursuant to which the Company has been granted a non-exclusive, royalty-free license to use the name “5C”. Under the License Agreement, the Company has a right to use the 5C name for so long as the Advisor or one of its affiliates provides investment advisory services to the Company pursuant to the Investment Advisory Agreement.

Due to Affiliate

As of June 30, 2025 and December 31, 2024, 5C Investment Partners LP, an affiliate of the Advisor, has paid $472 and $1,128, respectively, of offering costs, and $316 and $12, respectively, of financing costs on behalf of the Company which represents a liability of the Company.

4. Investments at Fair Value

The composition of the Company's investment portfolio at amortized cost and fair value was as follows:


	June 30, 2025				December 31, 2024 (1)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First Lien debt investments	$	94,356	$	94,085	$	—	$	—
Second Lien debt investments		39,417		39,520		—		—
Total Investments	$	133,773	$	133,605	$	—	$	—

(1)

As of December 31, 2024, the Company had not yet commenced investment operations.

The industry composition of investments at amortized cost and fair value was as follows:


	June 30, 2025									December 31, 2024 (1)
	Amortized Cost			Fair Value			% of Total Investments at Fair Value			Amortized Cost		Fair Value		% of Total Investments at Fair Value
Distributors	$	39,417		$	39,520			29.6	%	$	—	$	—		0.0	%
Diversified Consumer Services		42,969			42,965			32.2	%		—		—		0.0	%
Financial Services		(110	)		(127	)		-0.1	%		—		—		0.0	%
Health Care Providers and Services		(80	)		(88	)		-0.1	%		—		—		0.0	%
Professional Services		25,955			25,894			19.4	%		—		—		0.0	%
Software		25,622			25,441			19.0	%		—		—		0.0	%
Total	$	133,773		$	133,605			100.0	%	$	—	$	—		0.0	%

(1)

As of December 31, 2024, the Company had not yet commenced investment operations.

The geographic composition of investments at fair value was as follows:


	June 30, 2025			December 31, 2024(1)
United States		100.0	%		0.0	%
Total		100.0	%		0.0	%

(1)

As of December 31, 2024, the Company had not yet commenced investment operations.

5. Fair Value Measurements

The following is a summary of the Company’s investments and cash equivalents categorized within the fair value hierarchy:


	June 30, 2025
	Level 1		Level 2		Level 3		Total
First Lien debt investments	$	—	$	—	$	94,085	$	94,085
Second Lien debt investments		—

5C Lending Partners Corp. 10-Q