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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)
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X0202 SCHEDULE 13D/A 0001105497 XXXXXXXX LIVE 2 Common stock, par value $0.001 per share 07/24/2026 false 0001998387 000000000 5C Lending Partners Corp. 330 Madison Avenue 20th Floor New York NY 10017 C. Alex Bahn 202-639-6695 Vinson & Elkins LLP 2200 Pennsylvania Avenue, NW Suite 500 West, Washington DC 20037 0001105497 N MSD Capital, L.P. b AF N DE 0 3800197 0 3800197 3800197 N 24.1 PN 0001914199 N Noble Environmental Investments, LLC b WC N DE 0 3800197 0 3800197 3800197 N 24.1 OO 0001134557 N MSD Portfolio L.P. - Investments b AF N DE 0 3800197 0 3800197 3800197 N 24.1 PN 0000908724 N Michael S. Dell b AF N X1 0 3800197 0 3800197 3800197 N 24.1 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. 2 (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, as amended by Amendment No. 1 filed by the Reporting Persons on March 24, 2026 (as amended, 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 July 24, 2026, following the Issuer's delivery of a drawdown notice pursuant to the Subscription Agreement, Noble Investments acquired 1,274,194 shares of Common Stock from the Issuer at a price per share of $24.29 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 3,800,197 shares of Common Stock, representing 24.1% 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 July 27, 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 3,800,197 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 3,800,197 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 May 20, 2026, Noble Investments acquired 23,742 shares of Common Stock through the Issuer's dividend reinvestment plan at a price per share of $24.38. Item 7 is hereby supplemented as follows: Exhibit Description of Exhibit 1 Joint Filing Agreement dated July 28, 2026 MSD Capital, L.P. /s/ Marc R. Lisker Marc R. Lisker/Manager of MSD Capital Management LLC, its General Partner 07/28/2026 Noble Environmental Investments, LLC /s/ Marc R. Lisker Marc R. Lisker/Authorized Signatory 07/28/2026 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 07/28/2026 Michael S. Dell /s/ Marc R. Lisker Marc R. Lisker/Attorney-in-Fact 07/28/2026