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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
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X0202 SCHEDULE 13D/A 0001105497 XXXXXXXX LIVE 1 Common stock, par value $0.001 per share 03/20/2026 false 0001998387 000000000 5C Lending Partners Corp. 330 Madison Avenue 20th Floor New York NY 10017 C. Alex Bahn 202-663-6000 WilmerHale, 2100 Pennsylvania Avenue NW Washington DC 20037 0001105497 N MSD Capital, L.P. b AF N DE 0 2502260 0 2502260 2502260 N 20.9 PN 0001914199 N Noble Environmental Investments, LLC b WC N DE 0 2502260 0 2502260 2502260 N 20.9 OO 0001134557 N MSD Portfolio L.P. - Investments b AF N DE 0 2502260 0 2502260 2502260 N 20.9 PN 0000908724 N Michael S. Dell b AF N X1 0 2502260 0 2502260 2502260 N 20.9 IN Common stock, par value $0.001 per share 5C Lending Partners Corp. 330 Madison Avenue 20th Floor New York NY 10017 Explanatory Note: This Amendment No. 1 (this "Amendment") reflects changes to the information in the Schedule 13D relating to the common stock, par value $0.001 per share (the "Common Stock") of 5C Lending Partners Corp., a Maryland corporation (the "Issuer") filed by the Reporting Persons on March 3, 2025 (the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. With the exception of the changes indicated below, the Schedule 13D is unchanged. Item 3 of the Schedule 13D is hereby supplemented as follows: On March 20, 2026, following the Issuer's delivery of a drawdown notice pursuant to the Subscription Agreement, Noble Investments acquired 266,245 shares of Common Stock from the Issuer at a price per share of $24.45 using working capital. Item 4 of the Schedule 13D is hereby supplemented as follows: The information provided in Item 3 of the Amendment is incorporated herein by reference. Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: Each of the Reporting Persons beneficially owns 2,502,260 shares of Common Stock, representing 20.9% of the Issuer's outstanding shares of Common Stock (based on information provided by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2026). Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: Each of the Reporting Persons has (i) sole power to vote or direct the vote of 0 shares of Common Stock, (ii) shared power to vote or direct the vote of 2,502,260 shares of Common Stock, (iii) sole power to dispose or direct the disposition of 0 shares of Common Stock, and (iv) shared power to dispose or direct the disposition of 2,502,260 shares of Common Stock. Item 5(c) of the Schedule 13D is hereby supplemented as follows: The information provided in Item 3 of the Amendment is incorporated herein by reference. Further, on March 12, 2026, Noble Investments acquired 17,578 shares of Common Stock through the Issuer's dividend reinvestment plan at a price per share of $25.24. Item 7 is hereby supplemented as follows: Exhibit Description of Exhibit 1 Joint Filing Agreement dated March 24, 2026 MSD Capital, L.P. /s/ Marc R. Lisker Marc R. Lisker/Manager of MSD Capital Management LLC, its General Partner 03/24/2026 Noble Environmental Investments, LLC /s/ Marc R. Lisker Marc R. Lisker/Authorized Signatory 03/24/2026 MSD Portfolio L.P. - Investments /s/ Marc R. Lisker Marc R. Lisker/Manager of MSD Capital Management LLC, the General Partner of MSD Capital, L.P., its General Partner 03/24/2026 Michael S. Dell /s/ Marc R. Lisker Marc R. Lisker/Attorney-in-Fact 03/24/2026