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(dba Vermont Information Processing) Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 4.75% Maturity Date 1/20322025-12-310001998387ck0001998387:NavexGlobalHoldingsCorporationMemberck0001998387:FirstLienDelayedDrawTermLoanMember2026-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Health Care Providers and Services AAH Topco., LLC (dba Alliance Animal Health) Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 3/2025 Reference Rate and Spread SOFR + 5.00% Interest Rate 8.77% Maturity Date 12/20272026-01-012026-03-310001998387us-gaap:FairValueInputsLevel2Memberck0001998387:UnsecuredAndSubordinatedDebtInvestmentsMember2026-03-310001998387us-gaap:FairValueInputsLevel2Memberck0001998387:SecondLienDebtInvestmentsMember2026-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Diversified Consumer Services Vacation Rental Brands, LLC (dba Awayday) Investment Type First Lien Term Loan Initial Acquisition Date 2/2026 Reference Rate and Spread SOFR + 5.25% Interest Rate 8.95% Maturity Date 5/20322026-03-310001998387ck0001998387:GlowIntermediateHoldingsIILLCDbaGalloMechanicalMemberck0001998387:FirstLienDelayedDrawTermLoanMember2025-12-310001998387us-gaap:AdditionalPaidInCapitalMember2025-12-310001998387us-gaap:CumulativePreferredStockMember2024-09-262024-09-260001998387Company Non-controlled, non-affiliated investments Debt Investments Software Navex Global Holdings Corporation Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 10/2025 Reference Rate and Spread SOFR + 5.00% Maturity Date 10/20322026-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Software Starlight Parent, LLC (dba SolarWinds) Investment Type Second Lien Term Loan Initial Acquisition Date 7/2025 Reference Rate and Spread SOFR + 6.00% Interest Rate 9.67% Maturity Date 4/20332026-01-012026-03-310001998387us-gaap:FairValueInputsLevel2Memberck0001998387:PreferredEquityInvestmentsMember2026-03-310001998387ck0001998387:FirstLienDelayedDrawTermLoanMemberck0001998387:BlueRiverPetCareLLCMember2025-12-310001998387ck0001998387:FYiEyeCareServicesAndProductsIncFYiUSAIncMemberck0001998387:FirstLienDelayedDrawTermLoanMember2026-01-012026-03-310001998387us-gaap:SubsequentEventMember2026-05-060001998387us-gaap:CommonStockMember2026-03-310001998387us-gaap:PreferredStockMember2025-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Construction and Engineering Glow Intermediate Holdings II, LLC (dba Gallo Mechanical) Investment Type First Lien Revolver Initial Acquisition Date 7/2025 Reference Rate and Spread SOFR + 4.75% Interest Rate 8.43% Maturity Date 8/20322026-01-012026-03-310001998387us-gaap:RevolvingCreditFacilityMember2026-01-302026-01-300001998387ck0001998387:HealthCareTechnologyMemberus-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2025-12-310001998387us-gaap:PreferredStockMember2026-03-310001998387us-gaap:CommonStockMember2024-12-310001998387Company Non-controlled, non-affiliated investments Debt Investments Insurance Fetch, Inc. Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 3/2026 Reference Rate and Spread SOFR + 4.75% Maturity Date 3/20332026-01-012026-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Health Care Technology AGS Health BCP Holdings, Inc. Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 7/2025 Reference Rate and Spread SOFR + 4.50% Maturity Date 8/20322025-01-012025-12-310001998387ck0001998387:FirstLienDebtInvestmentsMember2025-03-310001998387ck0001998387:UnsecuredAndSubordinatedDebtInvestmentsMember2026-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Health Care Technology AGS Health BCP Holdings, Inc. Investment Type First Lien Term Loan Initial Acquisition Date 7/2025 Reference Rate and Spread SOFR + 4.50% Interest Rate 8.32% Maturity Date 8/20322025-01-012025-12-310001998387ck0001998387:SecondLienDebtInvestmentsMember2026-03-310001998387us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMemberus-gaap:InsuranceSectorMember2026-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Software Vamos Bidco, Inc. (dba Vermont Information Processing) Investment Type First Lien Term Loan Initial Acquisition Date 1/2025 Reference Rate and Spread SOFR + 4.75% Interest Rate 8.42% Maturity Date 1/20322025-12-310001998387Company Non-controlled, non-affiliated investments Debt Investments Insurance World Insurance Associates, LLC Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 2/2025 Reference Rate and Spread SOFR + 5.00% Interest Rate 8.70% Maturity Date 4/20302026-01-012026-03-310001998387us-gaap:FairValueInputsLevel3Memberus-gaap:MoneyMarketFundsMember2026-03-310001998387ck0001998387:AffiliateMember2026-03-310001998387us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2026-03-310001998387ck0001998387:FYiEyeCareServicesAndProductsIncFYiUSAIncMemberck0001998387:FirstLienDelayedDrawTermLoanMember2026-03-310001998387ck0001998387:RFRLoansMembersrt:MaximumMember2026-01-012026-03-310001998387ck0001998387:WorldInsuranceAssociatesLLCMemberck0001998387:FirstLienDelayedDrawTermLoanMember2025-12-310001998387Company Non-controlled, non-affiliated investments Debt Investments Health Care Providers and Services Premier Care Dental Management, LLC (dba Dental365) Investment Type First Lien Delayed Draw Term Loan Initial Acquisition Date 7/2025 Reference Rate and Spread SOFR + 5.00% Interest Rate 8.67% Maturity Date 8/20282026-03-310001998387us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MaximumMemberck0001998387:FirstLienDebtInvestmentsMember2026-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Health Care Providers and Services Aryeh Bidco Investment Ltd. (dba Dentalcorp) Investment Type First Lien Term Loan Initial Acquisition Date 1/2026 Reference Rate and Spread CORRA + 5.00% Interest Rate 7.31% Maturity Date 1/20332026-03-310001998387ck0001998387:PreferredEquityInvestmentsMemberus-gaap:FairValueInputsLevel1Member2026-03-310001998387us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2025-12-310001998387ck0001998387:DiversifiedConsumerServicesMember2025-12-310001998387ck0001998387:VamosBidcoIncDbaVermontInformationProcessingMemberck0001998387:FirstLienDelayedDrawTermLoanMember2026-03-310001998387us-gaap:RevolvingCreditFacilityMember2025-06-260001998387us-gaap:FairValueInputsLevel3Memberck0001998387:SecondLienDebtInvestmentsMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMember2026-03-310001998387Company Non-controlled, non-affiliated investments Debt Investments Diversified Consumer Services Mindbody, Inc. (dba Playlist) Investment Type First Lien Revolver Initial Acquisition Date 3/2026 Reference Rate and Spread SOFR + 6.00% Maturity Date 3/20332026-01-012026-03-310001998387us-gaap:PreferredStockMemberus-gaap:SubsequentEventMember2026-05-060001998387ck0001998387:DiversifiedConsumerServicesMember2026-03-31iso4217:EURiso4217:USDxbrli:sharesxbrli:pureck0001998387:Componentxbrli:sharesck0001998387:Segmentiso4217:CADiso4217: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 March 31, 2026

OR

 

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 May 6, 2026 there was no established public market for the registrant’s common stock.

The number of shares outstanding of the registrant’s common stock on May 6, 2026 was 11,984,588.

 

 

 

 

 

 


 

5C Lending Partners Corp.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

Item 1. Consolidated Financial Statements.

 

4

 

 

 

 

 

Consolidated Statements of Assets and Liabilities as of March 31, 2026 (Unaudited) and December 31, 2025

 

4

 

 

 

 

 

Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)

 

5

 

 

 

 

 

Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2026 and 2025 (Unaudited)

 

6

 

 

 

 

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)

 

7

 

Consolidated Schedules of Investments as of March 31, 2026 (Unaudited) and December 31, 2025

 

8

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

16

 

 

 

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

 

38

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

55

 

 

 

Item 4. Controls and Procedures.

 

57

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

Item 1. Legal Proceedings.

 

58

 

 

 

Item 1A. Risk Factors.

 

58

 

 

 

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

 

58

 

 

 

Item 3. Defaults Upon Senior Securities.

 

58

 

 

 

Item 4. Mine Safety Disclosures.

 

58

 

 

 

Item 5. Other Information.

 

58

 

 

 

Item 6. Exhibits.

 

60

 

 

 

Signatures

 

61

 

i


 

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, 2025 as filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026 (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, ongoing 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, and recent U.S. military action in Venezuela and Iran;
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 impact of artificial intelligence on the Company’s business and operations;
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;

1


 

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. 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.

2


 

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, as amended;
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;
Common Stock” refers to the Company’s common stock, par value $0.001 per share;
Stockholders” or “Common Stockholders” refers to holders of shares of Common Stock;
Preferred Stock” refers to the Company’s 12.0% Series A cumulative preferred stock, par value $0.001 per share; and
Preferred Stockholders” refer to holders of shares of Preferred Stock.

 

3


 

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)

 

 

March 31, 2026 (Unaudited)

 

 

December 31, 2025

 

Assets

 

 

 

 

 

 

Non-controlled, non-affiliated investments at fair value (amortized cost $663,527 and $450,797, respectively)

 

$

655,446

 

 

$

452,442

 

Cash and cash equivalents

 

 

67,221

 

 

 

137,048

 

Restricted cash and cash equivalents

 

 

4,625

 

 

 

1,982

 

Deferred offering costs

 

 

508

 

 

 

386

 

Deferred financing costs

 

 

5,698

 

 

 

5,394

 

Interest receivable

 

 

2,901

 

 

 

4,262

 

Dividend receivable

 

 

28

 

 

 

39

 

Other assets

 

 

260

 

 

 

198

 

Total Assets

 

$

736,687

 

 

$

601,751

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Credit Facility

 

$

218,078

 

 

$

181,968

 

ABL Credit Facility

 

 

216,000

 

 

 

170,000

 

Due to affiliate

 

 

5,041

 

 

 

2,722

 

Interest payable

 

 

1,695

 

 

 

2,067

 

Management fees payable

 

 

846

 

 

 

589

 

Incentive fees on net investment income payable

 

 

602

 

 

 

413

 

Incentive fees on net capital gains accrued

 

 

 

 

 

126

 

Distribution payable

 

 

 

 

 

1,937

 

Excise tax payable

 

 

 

 

 

151

 

Accrued expenses and other liabilities

 

 

655

 

 

 

472

 

Total Liabilities

 

$

442,917

 

 

$

360,445

 

 

 

 

 

 

 

 

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 March 31, 2026 and December 31, 2025, 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; 11,984,588 and 9,498,642 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

 

 

12

 

 

 

9

 

Additional paid-in capital in excess of par value of Common Stock

 

 

297,740

 

 

 

236,895

 

Distributable earnings (Accumulated losses)

 

 

(5,527

)

 

 

2,857

 

Total Net Assets

 

$

293,770

 

 

$

241,306

 

Total Liabilities and Net Assets

 

$

736,687

 

 

$

601,751

 

Net Asset Value Per Share of Common Stock(2)

 

$

24.38

 

 

$

25.24

 

 

(1) The par amount of Preferred Stock at March 31, 2026 and December 31, 2025 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.

4


 

5C Lending Partners Corp.

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share amounts)

 

 

For the Three Months Ended

 

 

For the Three Months Ended

 

 

 

March 31, 2026

 

 

March 31, 2025

 

Investment Income

 

 

 

 

 

 

Investment income from non-controlled, non-affiliated investments:

 

 

 

 

 

 

Interest income

 

$

9,860

 

 

$

981

 

Paid-in-kind interest income

 

 

2,190

 

 

 

 

Dividend income

 

 

64

 

 

 

52

 

Paid-in-kind dividend income

 

 

1,548

 

 

 

 

Other income

 

 

313

 

 

 

30

 

Total Investment Income

 

 

13,975

 

 

 

1,063

 

Expenses

 

 

 

 

 

 

Interest expense

 

$

5,227

 

 

$

557

 

Administrative service expenses

 

 

606

 

 

 

846

 

Professional fees

 

 

633

 

 

 

552

 

Amortization of deferred offering costs

 

 

144

 

 

 

408

 

Other general and administrative expenses

 

 

410

 

 

 

208

 

Directors’ fees

 

 

89

 

 

 

86

 

Management fees

 

 

846

 

 

 

42

 

Incentive fees on net investment income

 

 

602

 

 

 

 

Incentive fees on net capital gains

 

 

(126

)

 

 

 

Total Expenses

 

 

8,431

 

 

 

2,699

 

Less: Expenses waived by Advisor (Note 3)

 

 

 

 

 

(762

)

Less: Expense Support (Note 3)

 

 

 

 

 

(1,313

)

Reimbursement of expense support (Note 3)

 

 

2,772

 

 

 

464

 

Net Expenses

 

 

11,203

 

 

 

1,088

 

Net Investment Income (Loss)

 

 

2,772

 

 

 

(25

)

Unrealized and Realized Gains (Losses)

 

 

 

 

 

 

Net change in unrealized gains (losses):

 

 

 

 

 

 

Non-controlled, non-affiliated investments

 

 

(9,725

)

 

 

(28

)

Translation of assets and liabilities in foreign currencies

 

 

384

 

 

 

 

Total net change in unrealized gains (losses)

 

 

(9,341

)

 

 

(28

)

Realized gains (losses):

 

 

 

 

 

 

Non-controlled, non-affiliated investments

 

 

 

 

 

 

Foreign currency transactions

 

 

93

 

 

 

 

Total net realized gains (losses)

 

 

93

 

 

 

 

Total Net Unrealized and Realized Gains (Losses)

 

 

(9,248

)

 

 

(28

)

Net Increase (Decrease) in Net Assets Resulting from Operations

 

$

(6,476

)

 

$

(53

)

Preferred Stock dividends

 

 

(46

)

 

 

(46

)

Net Increase (Decrease) in Net Assets Resulting from Operations applicable to Common Stock

 

$

(6,522

)

 

$

(99

)

Per Share Information - Basic and Diluted

 

 

 

 

 

 

Net investment income (loss) per share of Common Stock (basic and diluted)(1)

 

$

0.28

 

 

$

(0.02

)

Earnings (losses) per share of Common Stock (basic and diluted)(1)

 

$

(0.66

)

 

$

(0.07

)

Weighted average shares of Common Stock outstanding (basic and diluted)

 

 

9,864,463

 

 

 

1,350,604

 

 

(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.

 

 

 

 

 

 

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

5


 

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, 2025(1)

 

 

515

 

$

 

 

9,498,642

 

$

9

 

$

238,440

 

$

2,857

 

$

241,306

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

2,772

 

 

2,772

 

Net change in unrealized gains (losses)

 

 

 

 

 

 

 

 

 

 

 

 

(9,341

)

 

(9,341

)

Net realized gains (losses)

 

 

 

 

 

 

 

 

 

 

 

 

93

 

 

93

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

 

 

 

 

 

 

 

 

 

 

 

(6,476

)

 

(6,476

)

Capital Share Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of Common Stock

 

 

 

 

 

 

2,400,794

 

 

3

 

 

58,696

 

 

 

 

58,699

 

Issuance of Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to Common Stockholders

 

 

 

 

 

 

 

 

 

 

 

 

(1,908

)

 

(1,908

)

Preferred Stock dividends from net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued from reinvestment of distributions(2)

 

 

 

 

 

 

85,152

 

 

 

 

2,149

 

 

 

 

2,149

 

Net Increase (Decrease) for the Period

 

 

 

 

 

 

2,485,946

 

 

3

 

 

60,845

 

 

(8,384

)

 

52,464

 

Balance at March 31, 2026(1)

 

 

515

 

$

 

 

11,984,588

 

$

12

 

$

299,285

 

$

(5,527

)

$

293,770

 

 

 

 

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

 

 

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

(2) The par amounts of Common Stock issued from reinvestment of distributions are zero due to rounding.

 

 

 

 

 

 

 

 

 

 

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

6


 

5C Lending Partners Corp.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

 

 

 

For the Three Months Ended

 

For the Three Months Ended

 

 

March 31, 2026

 

March 31, 2025

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

 

$

(6,476

)

$

(53

)

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

 

 

(209,716

)

 

(51,324

)

Proceeds from sale of investments and principal repayments

 

 

1,091

 

 

 

Paid-in-kind interest income

 

 

(2,169

)

 

 

Paid-in-kind dividend income

 

 

(1,548

)

 

 

Net change in unrealized (gains) losses on investments

 

 

9,725

 

 

28

 

Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies

 

 

(384

)

 

 

Net amortization of discount on investments

 

 

(387

)

 

(28

)

Accrual of deferred offering costs

 

 

(266

)

 

(107

)

Amortization of deferred offering costs

 

 

144

 

 

408

 

Accrual of deferred financing costs

 

 

(78

)

 

(82

)

Amortization of deferred financing costs

 

 

479

 

 

176

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

Interest receivable

 

 

1,361

 

 

(594

)

Management fees payable

 

 

257

 

 

42

 

Incentive fees on net investment income

 

 

189

 

 

 

Incentive fees on net capital gains

 

 

(126

)

 

 

Interest payable

 

 

(372

)

 

227

 

Excise tax payable

 

 

(151

)

 

 

Dividend receivable

 

 

11

 

 

(2

)

Other assets

 

 

(62

)

 

 

Due to affiliate

 

 

2,319

 

 

368

 

Accrued expenses and other liabilities

 

 

182

 

 

(98

)

Net Cash Provided by (used in) Operating Activities

 

 

(205,977

)

 

(51,039

)

Cash Flows from Financing Activities:

 

 

 

 

 

Proceeds from issuance of Common Stock

 

 

58,699

 

 

40,000

 

Borrowings on debt - Credit Facility

 

 

267,797

 

 

70,200

 

Repayments on debt - Credit Facility

 

 

(231,300

)

 

(22,600

)

Borrowings on debt - ABL Facility

 

 

46,000

 

 

 

Deferred financing costs paid

 

 

(706

)

 

(1,295

)

Distributions paid to Common Stockholders in cash

 

 

(1,697

)

 

 

Net Cash Provided by (used in) Financing Activities

 

 

138,793

 

 

86,305

 

Net Increase (Decrease) in Cash and Cash Equivalents, Including Restricted Cash

 

 

(67,184

)

 

35,266

 

Cash and Cash Equivalents, Including Restricted Cash, Beginning of Period

 

 

139,030

 

 

32,280

 

Cash and Cash Equivalents, Including Restricted Cash, End of Period

 

$

71,846

 

$

67,546

 

Supplemental information and non-cash activities:

 

 

 

 

 

Interest paid during the period

 

$

5,118

 

$

154

 

Reinvestment of distributions during the period

 

$

2,149

 

$

 

Excise and other taxes paid during the period

 

$

156

 

$

 

 

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows:

 

 

 

As of

 

 

 

March 31, 2026

 

December 31, 2025

 

Cash and cash equivalents

 

$

67,221

 

$

137,048

 

Restricted cash and cash equivalents

 

 

4,625

 

 

1,982

 

Total Cash and cash equivalents, and Restricted cash presented in the Consolidated Statements of Cash Flows

 

$

71,846

 

$

139,030

 

 

 

 

 

 

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

7


 

5C Lending Partners Corp.

Consolidated Schedule of Investments as of March 31, 2026 (Unaudited)

(in thousands, except percentages and shares)

 

Company(1)(2)(7)(8)(13)(14)(15)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace and Defense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Titan BW Borrower L.P. (dba Triumph)(3)(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 4.75%

 

8.42

%

7/2032

$

1,069

 

$

1,056

 

$

1,060

 

 

0.36

%

Titan BW Borrower L.P. (dba Triumph)(12)

 

First Lien Revolver

 

7/2025

 

SOFR + 4.75%

 

 

7/2032

 

 

 

(32

)

 

(25

)

 

-0.01

%

Titan BW Borrower L.P. (dba Triumph)(3)(16)

 

First Lien Term Loan

 

7/2025

 

SOFR + 5.38%

9.04% (incl. 2.88% PIK)

 

7/2032

 

21,391

 

 

21,191

 

 

21,241

 

 

7.27

%

 

 

 

 

 

 

 

 

 

 

 

 

 

22,215

 

 

22,276

 

 

7.62

%

Construction and Engineering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Glow Intermediate Holdings II, LLC (dba Gallo Mechanical)(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 4.75%

 

 

8/2032

 

 

 

(29

)

 

(15

)

 

0.00

%

Glow Intermediate Holdings II, LLC (dba Gallo Mechanical)(3)(12)

 

First Lien Revolver

 

7/2025

 

SOFR + 4.75%

 

8.43

%

8/2032

 

842

 

 

756

 

 

773

 

 

0.26

%

Glow Intermediate Holdings II, LLC (dba Gallo Mechanical)(3)(16)

 

First Lien Term Loan

 

7/2025

 

SOFR + 4.75%

 

8.45

%

8/2032

 

29,400

 

 

28,990

 

 

29,077

 

 

9.95

%

 

 

 

 

 

 

 

 

 

 

 

 

 

29,717

 

 

29,835

 

 

10.21

%

Distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BCPE Empire Holdings, Inc. (dba Imperial Dade)(3)(16)

 

Second Lien Term Loan

 

4/2025

 

SOFR + 5.25%

 

8.92

%

12/2031

 

40,000

 

 

39,468

 

 

39,280

 

 

13.44

%

 

 

 

 

 

 

 

 

 

 

 

 

 

39,468

 

 

39,280

 

 

13.44

%

Diversified Consumer Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mindbody, Inc. (dba Playlist)(12)

 

First Lien Revolver

 

3/2026

 

SOFR + 6.00%

 

 

3/2033

 

 

 

(67

)

 

(67

)

 

-0.02

%

Mindbody, Inc. (dba Playlist)(3)(16)

 

First Lien Term Loan

 

3/2026

 

SOFR + 6.00%

 

9.70

%

3/2033

 

35,556

 

 

35,022

 

 

35,022

 

 

11.98

%

Vacation Rental Brands, LLC (dba Awayday)(12)

 

First Lien Revolver

 

5/2025

 

SOFR + 5.25%

 

 

5/2031

 

 

 

(36

)

 

(43

)

 

-0.01

%

Vacation Rental Brands, LLC (dba Awayday)(3)(16)

 

First Lien Term Loan

 

2/2026

 

SOFR + 5.25%

 

8.95

%

5/2032

 

8,970

 

 

8,885

 

 

8,881

 

 

3.04

%

Vacation Rental Brands, LLC (dba Awayday)(3)(16)

 

First Lien Term Loan

 

5/2025

 

SOFR + 5.25%

 

8.95

%

5/2032

 

45,552

 

 

45,146

 

 

45,097

 

 

15.43

%

 

 

 

 

 

 

 

 

 

 

 

 

 

88,950

 

 

88,890

 

 

30.42

%

Health Care Providers and Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AAH Topco., LLC (dba Alliance Animal Health)(3)(12)

 

First Lien Delayed Draw Term Loan

 

3/2025

 

SOFR + 5.00%

 

8.77

%

12/2027

 

8,119

 

 

8,030

 

 

8,079

 

 

2.76

%

Aryeh Bidco Investment Ltd. (dba Dentalcorp)(3)(9)(12)(17)

 

First Lien Delayed Draw Term Loan

 

1/2026

 

C + 5.00%

 

7.27

%

1/2033

CAD 1,550

 

 

1,089

 

 

1,069

 

 

0.37

%

Aryeh Bidco Investment Ltd. (dba Dentalcorp)(9)(12)(17)

 

First Lien Revolver

 

1/2026

 

C + 5.00%

 

 

1/2033

 

 

 

(54

)

 

(56

)

 

-0.02

%

Aryeh Bidco Investment Ltd. (dba Dentalcorp)(3)(9)(16)(17)

 

First Lien Term Loan

 

1/2026

 

C + 5.00%

 

7.31

%

1/2033

CAD 58,264

 

 

41,569

 

 

41,450

 

 

14.18

%

Blue River PetCare, LLC(12)

 

First Lien Delayed Draw Term Loan

 

2/2026

 

SOFR + 5.00%

 

 

8/2029

 

 

 

(61

)

 

(64

)

 

-0.02

%

Blue River PetCare, LLC(3)(12)

 

First Lien Revolver

 

2/2026

 

SOFR + 5.00%

 

8.67

%

8/2029

 

462

 

 

439

 

 

439

 

 

0.15

%

FYi Eye Care Services and Products Inc. & FYi USA Inc.(3)(9)(12)(17)

 

First Lien Delayed Draw Term Loan

 

11/2025

 

C + 5.00%

 

7.30

%

9/2029

CAD 6,344

 

 

4,464

 

 

4,509

 

 

1.54

%

 

 

 

 

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

8


 

5C Lending Partners Corp.

Consolidated Schedule of Investments as of March 31, 2026 (Unaudited)

(in thousands, except percentages and shares)

 

Company(1)(2)(7)(8)(13)(14)(15)

 

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 (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FYi Eye Care Services and Products Inc. & FYi USA Inc.(3)(9)(16)(17)

 

First Lien Term Loan

 

11/2025

 

C + 5.00%

 

 

7.30

%

9/2029

CAD 17,236

 

$

12,183

 

$

12,287

 

 

4.21

%

Premier Care Dental Management, LLC (dba Dental365)(3)(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 5.00%

 

 

8.67

%

8/2028

 

14,478

 

 

14,338

 

 

14,346

 

 

4.91

%

Premier Care Dental Management, LLC (dba Dental365)(3)(16)

 

First Lien Term Loan

 

7/2025

 

SOFR + 5.00%

 

 

8.67

%

8/2028

 

2,993

 

 

2,993

 

 

2,969

 

 

1.02

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

84,990

 

 

85,028

 

 

29.10

%

Health Care Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AGS Health BCP Holdings, Inc.(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 4.50%

 

 

 

8/2032

 

 

 

(5

)

 

37

 

 

0.01

%

AGS Health BCP Holdings, Inc.(12)

 

First Lien Revolver

 

7/2025

 

SOFR + 4.50%

 

 

 

8/2032

 

 

 

(4

)

 

 

 

0.00

%

AGS Health BCP Holdings, Inc.(3)(16)

 

First Lien Term Loan

 

7/2025

 

SOFR + 4.50%

 

 

8.17

%

8/2032

 

13,409

 

 

13,378

 

 

13,503

 

 

4.62

%

AGS Health BCP LLC(9)(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 4.50%

 

 

 

8/2032

 

 

 

(3

)

 

21

 

 

0.01

%

AGS Health BCP LLC(9)(12)

 

First Lien Revolver

 

7/2025

 

SOFR + 4.50%

 

 

 

8/2032

 

 

 

(2

)

 

 

 

0.00

%

AGS Health BCP LLC(3)(9)(16)

 

First Lien Term Loan

 

7/2025

 

SOFR + 4.50%

 

 

8.17

%

8/2032

 

7,045

 

 

7,029

 

 

7,094

 

 

2.43

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,393

 

 

20,655

 

 

7.07

%

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fetch, Inc.(12)

 

First Lien Delayed Draw Term Loan

 

3/2026

 

SOFR + 4.75%

 

 

 

3/2033

 

 

 

(50

)

 

(50

)

 

-0.01

%

Fetch, Inc.(12)

 

First Lien Revolver

 

3/2026

 

SOFR + 4.75%

 

 

 

3/2033

 

 

 

(60

)

 

(60

)

 

-0.02

%

Fetch, Inc.(3)(16)

 

First Lien Term Loan

 

3/2026

 

SOFR + 4.75%

 

 

8.42

%

3/2033

 

34,000

 

 

33,660

 

 

33,660

 

 

11.52

%

Foundation Risk Partners, Corp.(3)(12)

 

First Lien Delayed Draw Term Loan

 

3/2025

 

SOFR + 4.75%

 

 

8.45

%

10/2030

 

17,460

 

 

17,373

 

 

17,329

 

 

5.93

%

High Street Buyer, Inc. (dba Highstreet Insurance)(3)(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 4.50%

 

 

8.20

%

4/2028

 

2,254

 

 

2,206

 

 

2,167

 

 

0.74

%

Koala Investment Holdings, Inc. (dba Keystone Agency)(12)

 

First Lien Delayed Draw Term Loan

 

8/2025

 

SOFR + 4.25%

 

 

 

8/2032

 

 

 

(17

)

 

(15

)

 

-0.01

%

Koala Investment Holdings, Inc. (dba Keystone Agency)(12)

 

First Lien Revolver

 

8/2025

 

SOFR + 4.25%

 

 

 

8/2032

 

 

 

(15

)

 

(15

)

 

-0.01

%

Koala Investment Holdings, Inc. (dba Keystone Agency)(3)(16)

 

First Lien Term Loan

 

8/2025

 

SOFR + 4.25%

 

 

7.95

%

8/2032

 

19,554

 

 

19,373

 

 

19,378

 

 

6.63

%

World Insurance Associates, LLC(3)(12)

 

First Lien Delayed Draw Term Loan

 

2/2025

 

SOFR + 5.00%

 

 

8.70

%

4/2030

 

12,197

 

 

12,133

 

 

11,957

 

 

4.09

%

World Insurance Associates, LLC(12)

 

First Lien Revolver

 

2/2025

 

SOFR + 5.00%

 

 

 

4/2030

 

 

 

(4

)

 

(13

)

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

84,599

 

 

84,338

 

 

28.86

%

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Endor Purchaser, Inc. (dba CompTIA)(12)

 

First Lien Delayed Draw Term Loan

 

1/2025

 

SOFR + 5.00%

 

 

 

1/2032

 

 

 

(24

)

 

(18

)

 

-0.01

%

Endor Purchaser, Inc. (dba CompTIA)(12)

 

First Lien Revolver

 

1/2025

 

SOFR + 5.00%

 

 

 

1/2032

 

 

 

(24

)

 

(23

)

 

-0.01

%

Endor Purchaser, Inc. (dba CompTIA)(3)(16)

 

First Lien Term Loan

 

1/2025

 

SOFR + 5.00%

 

 

8.70

%

1/2032

 

26,053

 

 

25,834

 

 

25,845

 

 

8.84

%

Homerun Blocker, Inc. (dba Excel Sports Management)(18)

 

Senior Subordinated Loan

 

1/2026

 

 

 

11.50% PIK

 

1/2032

 

77,013

 

 

75,579

 

 

75,549

 

 

25.85

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101,365

 

 

101,353

 

 

34.67

%

 

 

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

9


 

5C Lending Partners Corp.

Consolidated Schedule of Investments as of March 31, 2026 (Unaudited)

(in thousands, except percentages and shares)

 

Company(1)(2)(7)(8)(13)(14)(15)

 

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 (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Flexera Software LLC(12)

 

First Lien Revolver

 

8/2025

 

SOFR + 4.50%

 

 

 

8/2032

 

$

 

$

(4

)

$

(39

)

 

-0.01

%

Flexera Software LLC(3)

 

First Lien Term Loan

 

8/2025

 

E + 4.50%

 

 

6.45

%

8/2032

 

EUR 6,361

 

 

7,430

 

 

7,172

 

 

2.45

%

Flexera Software LLC(3)(16)

 

First Lien Term Loan

 

8/2025

 

SOFR + 4.50%

 

 

8.15

%

8/2032

 

 

21,076

 

 

21,030

 

 

20,570

 

 

7.04

%

Starlight Parent, LLC (dba SolarWinds)(3)(16)

 

Second Lien Term Loan

 

7/2025

 

SOFR + 6.00%

 

 

9.67

%

4/2033

 

 

50,000

 

 

48,358

 

 

42,050

 

 

14.39

%

Navex Global Holdings Corporation(12)

 

First Lien Delayed Draw Term Loan

 

10/2025

 

SOFR + 5.00%

 

 

 

10/2032

 

 

 

 

(36

)

 

(153

)

 

-0.05

%

Navex Global Holdings Corporation(12)

 

First Lien Revolver

 

10/2025

 

SOFR + 5.00%

 

 

 

10/2031

 

 

 

 

(3

)

 

(9

)

 

0.00

%

Navex Global Holdings Corporation(3)(16)

 

First Lien Term Loan

 

10/2025

 

SOFR + 5.00%

 

 

8.68

%

10/2032

 

 

33,000

 

 

32,855

 

 

32,588

 

 

11.15

%

Vamos Bidco, Inc. (dba Vermont Information Processing)(12)

 

First Lien Delayed Draw Term Loan

 

1/2025

 

SOFR + 4.75%

 

 

 

1/2032

 

 

 

 

(45

)

 

(216

)

 

-0.07

%

Vamos Bidco, Inc. (dba Vermont Information Processing)(12)

 

First Lien Revolver

 

1/2025

 

SOFR + 4.75%

 

 

 

1/2032

 

 

 

 

(27

)

 

(81

)

 

-0.03

%

Vamos Bidco, Inc. (dba Vermont Information Processing)(3)(16)

 

First Lien Term Loan

 

1/2025

 

SOFR + 4.75%

 

 

8.45

%

1/2032

 

 

25,751

 

 

25,530

 

 

25,108

 

 

8.59

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

135,088

 

 

126,990

 

 

43.46

%

Total Debt Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

606,785

 

 

598,645

 

 

204.85

%

Equity and Other Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health Care Providers and Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KPCI Holdings Ltd. (dba PCI Pharma Services)(9)(11)

 

Preferred Equity

 

10/2025

 

 

 

11.00% PIK

 

 

 

 

55,000

 

 

56,742

 

 

56,801

 

 

19.44

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,742

 

 

56,801

 

 

19.44

%

Total Equity and Other Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,742

 

 

56,801

 

 

19.44

%

Total Investments before Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

663,527

 

$

655,446

 

 

224.29

%

BlackRock Liquidity Funds T-Fund Institutional Share Class(10)

 

Money Market Fund

 

 

 

 

 

 

3.55

%

 

 

 

70,397

 

 

70,397

 

 

70,397

 

 

24.09

%

Total Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

70,397

 

$

70,397

 

 

24.09

%

Total Investments after Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

733,924

 

$

725,843

 

 

248.38

%

 

 

 

 

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

10


 

5C Lending Partners Corp.

Consolidated Schedule of Investments as of March 31, 2026 (Unaudited)

(in thousands, except percentages and shares)

(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”), Euro Interbank Offer Rate (“Euribor” or “E”), Canadian Overnight Repo Rate Average (“CORRA” or “C”), 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 March 31, 2026. For investments with multiple interest rate contracts, the interest rate shown is the weighted average interest rate by par in effect at March 31, 2026.
(4)
The total par amount is presented for debt investments, the amount held in a money market fund for cash equivalents, and the number of shares or units owned is presented for equity investments.
(5)
The amortized cost represents the original cost, inclusive of any capitalized paid-in-kind (PIK) income, 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 March 31, 2026, the estimated cost basis of investments for U.S. federal tax purposes was $733,924 resulting in estimated gross unrealized gains and losses of $731 and $8,812, 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 March 31, 2026, 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 March 31, 2026, the Company does not identify any of its portfolio companies as affiliates.
(9)
This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. 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 16.9% of total assets as calculated in accordance with regulatory requirements as of March 31, 2026.
(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 and restricted 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 1933 Act, and may be deemed to be “restricted securities” under the 1933 Act. As of March 31, 2026, the aggregate fair value of these securities is $56,801, or 19.34% 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 March 31, 2026, there were no investments that were on a non-accrual status.
(15)
Position or portion thereof is pledged as collateral under the Company’s Repurchase Obligations (as defined below). See Note 6 “Debt” for additional details. As of March 31, 2026, no investments were pledged as collateral under the Company’s Repurchase Obligations.
(16)
Position or portion thereof held within ABL SPV-A and is pledged as collateral supporting the amounts outstanding under the revolving ABL Credit Facility with Ally Bank. See Note 6 “Debt” for additional details.
(17)
Portfolio company headquarters are located outside of the United States.
(18)
This investment is a loan to a holding company and is therefore classified as subordinated debt.

 

 

 

 

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

11


 

5C Lending Partners Corp.

Consolidated Schedule of Investments as of December 31, 2025

(in thousands, except percentages and shares)

 

Company(1)(2)(7)(8)(13)(14)(15)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace and Defense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Titan BW Borrower L.P. (dba Triumph)(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 4.75%

 

 

7/2032

$

 

$

(8

)

$

2

 

 

0.00

%

Titan BW Borrower L.P. (dba Triumph)(12)

 

First Lien Revolver

 

7/2025

 

SOFR + 4.75%

 

 

7/2032

 

 

 

(33

)

 

(14

)

 

-0.01

%

Titan BW Borrower L.P. (dba Triumph)(3)(16)

 

First Lien Term Loan

 

7/2025

 

SOFR + 5.38%

9.25% (incl. 2.88% PIK)

 

7/2032

 

21,287

 

 

21,079

 

 

21,202

 

 

8.84

%

 

 

 

 

 

 

 

 

 

 

 

 

 

21,038

 

 

21,190

 

 

8.83

%

Construction and Engineering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Glow Intermediate Holdings II, LLC (dba Gallo Mechanical)(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 4.75%

 

 

8/2032

 

 

 

(30

)

 

(19

)

 

-0.01

%

Glow Intermediate Holdings II, LLC (dba Gallo Mechanical)(3)(12)

 

First Lien Revolver

 

7/2025

 

SOFR + 4.75%

 

8.60

%

8/2032

 

842

 

 

753

 

 

766

 

 

0.32

%

Glow Intermediate Holdings II, LLC (dba Gallo Mechanical)(3)(16)

 

First Lien Term Loan

 

7/2025

 

SOFR + 4.75%

 

8.42

%

8/2032

 

29,474

 

 

29,043

 

 

29,120

 

 

12.15

%

 

 

 

 

 

 

 

 

 

 

 

 

 

29,766

 

 

29,867

 

 

12.46

%

Distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BCPE Empire Holdings, Inc. (dba Imperial Dade)(3)(16)

 

Second Lien Term Loan

 

4/2025

 

SOFR + 5.25%

 

9.07

%

12/2031

 

40,000

 

 

39,437

 

 

39,520

 

 

16.48

%

 

 

 

 

 

 

 

 

 

 

 

 

 

39,437

 

 

39,520

 

 

16.48

%

Diversified Consumer Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vacation Rental Brands, LLC (dba Awayday)(12)

 

First Lien Delayed Draw Term Loan

 

5/2025

 

SOFR + 5.25%

 

 

5/2032

 

 

 

(6

)

 

(7

)

 

0.00

%

Vacation Rental Brands, LLC (dba Awayday)(12)

 

First Lien Revolver

 

5/2025

 

SOFR + 5.25%

 

 

5/2031

 

 

 

(38

)

 

(42

)

 

-0.01

%

Vacation Rental Brands, LLC (dba Awayday)(3)(16)

 

First Lien Term Loan

 

5/2025

 

SOFR + 5.25%

 

8.92

%

5/2032

 

44,285

 

 

43,857

 

 

43,842

 

 

18.30

%

 

 

 

 

 

 

 

 

 

 

 

 

 

43,813

 

 

43,793

 

 

18.29

%

Health Care Providers and Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AAH Topco., LLC (dba Alliance Animal Health)(3)(12)

 

First Lien Delayed Draw Term Loan

 

3/2025

 

SOFR + 5.00%

 

8.82

%

12/2027

 

5,003

 

 

4,915

 

 

4,960

 

 

2.07

%

FYi Eye Care Services and Products Inc. & FYi USA Inc.(3)(9)(12)(17)

 

First Lien Delayed Draw Term Loan

 

11/2025

 

C + 5.00%

 

7.30

%

9/2029

CAD 6,360

 

 

4,471

 

 

4,565

 

 

1.90

%

FYi Eye Care Services and Products Inc. & FYi USA Inc.(3)(9)(17)

 

First Lien Term Loan

 

11/2025

 

C + 5.00%

 

7.30

%

9/2029

CAD 17,280

 

 

12,206

 

 

12,465

 

 

5.20

%

Premier Care Dental Management, LLC (dba Dental365)(3)(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 5.00%

 

8.72

%

8/2028

 

9,376

 

 

9,247

 

 

9,289

 

 

3.87

%

Premier Care Dental Management, LLC (dba Dental365)(3)(16)

 

First Lien Term Loan

 

7/2025

 

SOFR + 5.00%

 

8.72

%

8/2028

 

3,000

 

 

3,000

 

 

2,979

 

 

1.24

%

 

 

 

 

 

 

 

 

 

 

 

 

 

33,839

 

 

34,258

 

 

14.28

%

Health Care Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AGS Health BCP Holdings, Inc.(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 4.50%

 

 

8/2032

 

 

 

(5

)

 

15

 

 

0.01

%

AGS Health BCP Holdings, Inc.(12)

 

First Lien Revolver

 

7/2025

 

SOFR + 4.50%

 

 

8/2032

 

 

 

(4

)

 

 

 

0.00

%

 

 

 

 

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

12


 

5C Lending Partners Corp.

Consolidated Schedule of Investments as of December 31, 2025

(in thousands, except percentages and shares)

 

Company(1)(2)(7)(8)(13)(14)(15)

 

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 (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AGS Health BCP Holdings, Inc.(3)(16)

 

First Lien Term Loan

 

7/2025

 

SOFR + 4.50%

 

8.32

%

8/2032

$

13,409

 

$

13,376

 

$

13,436

 

 

5.60

%

AGS Health BCP LLC(9)(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 4.50%

 

 

8/2032

 

 

 

(3

)

 

8

 

 

0.00

%

AGS Health BCP LLC(9)(12)

 

First Lien Revolver

 

7/2025

 

SOFR + 4.50%

 

 

8/2032

 

 

 

(2

)

 

 

 

0.00

%

AGS Health BCP LLC(3)(9)(16)

 

First Lien Term Loan

 

7/2025

 

SOFR + 4.50%

 

8.32

%

8/2032

 

7,045

 

 

7,027

 

 

7,059

 

 

2.94

%

 

 

 

 

 

 

 

 

 

 

 

 

 

20,389

 

 

20,518

 

 

8.55

%

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foundation Risk Partners, Corp.(3)(12)

 

First Lien Delayed Draw Term Loan

 

3/2025

 

SOFR + 4.75%

 

8.62

%

10/2030

 

14,580

 

 

14,490

 

 

14,581

 

 

6.08

%

High Street Buyer, Inc. (dba Highstreet Insurance)(3)(12)

 

First Lien Delayed Draw Term Loan

 

7/2025

 

SOFR + 4.50%

 

8.17

%

4/2028

 

1,503

 

 

1,450

 

 

1,463

 

 

0.61

%

Koala Investment Holdings, Inc. (dba Keystone Agency)(12)

 

First Lien Delayed Draw Term Loan

 

8/2025

 

SOFR + 4.50%

 

 

8/2032

 

 

 

(18

)

 

(15

)

 

-0.01

%

Koala Investment Holdings, Inc. (dba Keystone Agency)(12)

 

First Lien Revolver

 

8/2025

 

SOFR + 4.50%

 

 

8/2032

 

 

 

(16

)

 

(15

)

 

-0.01

%

Koala Investment Holdings, Inc. (dba Keystone Agency)(3)(16)

 

First Lien Term Loan

 

8/2025

 

SOFR + 4.50%

 

8.17

%

8/2032

 

19,554

 

 

19,363

 

 

19,378

 

 

8.08

%

World Insurance Associates, LLC(3)(12)

 

First Lien Delayed Draw Term Loan

 

2/2025

 

SOFR + 5.00%

 

8.68

%

4/2030

 

11,232

 

 

11,162

 

 

11,094

 

 

4.63

%

World Insurance Associates, LLC(12)

 

First Lien Revolver

 

2/2025

 

SOFR + 5.00%

 

 

4/2030

 

 

 

(4

)

 

(8

)

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

46,427

 

 

46,478

 

 

19.38

%

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Endor Purchaser, Inc. (dba CompTIA)(12)

 

First Lien Delayed Draw Term Loan

 

1/2025

 

SOFR + 5.00%

 

 

1/2032

 

 

 

(25

)

 

64

 

 

0.03

%

Endor Purchaser, Inc. (dba CompTIA)(12)

 

First Lien Revolver

 

1/2025

 

SOFR + 5.00%

 

 

1/2032

 

 

 

(25

)

 

 

 

0.00

%

Endor Purchaser, Inc. (dba CompTIA)(3)(16)

 

First Lien Term Loan

 

1/2025

 

SOFR + 5.00%

 

8.67

%

1/2032

 

26,119

 

 

25,884

 

 

26,276

 

 

10.97

%

 

 

 

 

 

 

 

 

 

 

 

 

 

25,834

 

 

26,340

 

 

11.00

%

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Starlight Parent, LLC (dba SolarWinds)(3)(16)

 

Second Lien Term Loan

 

7/2025

 

SOFR + 6.00%

 

9.70

%

4/2033

 

50,000

 

 

48,309

 

 

48,700

 

 

20.32

%

Flexera Software LLC(12)

 

First Lien Revolver

 

8/2025

 

SOFR + 4.50%

 

 

8/2032

 

 

 

(4

)

 

(13

)

 

-0.01

%

Flexera Software LLC(3)

 

First Lien Term Loan

 

8/2025

 

E + 4.50%

 

6.43

%

8/2032

EUR 6,361

 

 

7,427

 

 

7,411

 

 

3.09

%

Flexera Software LLC(3)(16)

 

First Lien Term Loan

 

8/2025

 

SOFR + 4.50%

 

8.35

%

8/2032

 

21,076

 

 

21,025

 

 

20,907

 

 

8.72

%

Navex Global Holdings Corporation(12)

 

First Lien Delayed Draw Term Loan

 

10/2025

 

SOFR + 5.00%

 

 

10/2032

 

 

 

(37

)

 

(38

)

 

-0.02

%

Navex Global Holdings Corporation(12)

 

First Lien Revolver

 

10/2025

 

SOFR + 5.00%

 

 

10/2031

 

 

 

(3

)

 

(4

)

 

0.00

%

 

 

 

 

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

13


 

5C Lending Partners Corp.

Consolidated Schedule of Investments as of December 31, 2025

(in thousands, except percentages and shares)

 

Company(1)(2)(7)(8)(13)(14)(15)

 

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 (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Navex Global Holdings Corporation(3)(16)

 

First Lien Term Loan

 

10/2025

 

SOFR + 5.00%

 

 

8.91

%

10/2032

 

$

33,000

 

$

32,836

 

$

32,835

 

 

13.69

%

Vamos Bidco, Inc. (dba Vermont Information Processing)(12)

 

First Lien Delayed Draw Term Loan

 

1/2025

 

SOFR + 4.75%

 

 

 

1/2032

 

 

 

 

(47

)

 

(43

)

 

-0.02

%

Vamos Bidco, Inc. (dba Vermont Information Processing)(12)

 

First Lien Revolver

 

1/2025

 

SOFR + 4.75%

 

 

 

1/2032

 

 

 

 

(28

)

 

(29

)

 

-0.01

%

Vamos Bidco, Inc. (dba Vermont Information Processing)(3)(16)

 

First Lien Term Loan

 

1/2025

 

SOFR + 4.75%

 

 

8.42

%

1/2032

 

 

25,816

 

 

25,582

 

 

25,584

 

 

10.67

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

135,060

 

 

135,310

 

 

56.43

%

Total Debt Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

395,603

 

 

397,274

 

 

165.70

%

Equity and Other Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health Care Providers and Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KPCI Holdings Ltd. (dba PCI Pharma Services)(9)(11)

 

Preferred Equity

 

10/2025

 

 

 

11.00% PIK

 

 

 

 

55,000

 

 

55,194

 

 

55,168

 

 

23.01

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

55,194

 

 

55,168

 

 

23.01

%

Total Equity and Other Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

55,194

 

 

55,168

 

 

23.01

%

Total Investments before Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

450,797

 

$

452,442

 

 

188.71

%

BlackRock Liquidity Funds T-Fund Institutional Share Class(10)

 

Money Market Fund

 

 

 

 

 

 

3.65

%

 

 

 

138,828

 

 

138,828

 

 

138,828

 

 

57.90

%

Total Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

138,828

 

$

138,828

 

 

57.90

%

Total Investments after Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

589,625

 

$

591,270

 

 

246.61

%

 

(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”), Euro Interbank Offer Rate (“Euribor” or “E”), Canadian Overnight Repo Rate Average (“CORRA” or “C”), 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 December 31, 2025. For investments with multiple interest rate contracts, the interest rate shown is the weighted average interest rate by par in effect at December 31, 2025.
(4)
The total par amount is presented for debt investments, the amount held in a money market fund for cash equivalents, and the number of shares or units owned is presented for equity investments.
(5)
The amortized cost represents the original cost, inclusive of any capitalized paid-in-kind (PIK) income, 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 December 31, 2025, the estimated cost basis of investments for U.S. federal tax purposes was $589,625 resulting in estimated gross unrealized gains and losses of $1,931 and $286, respectively.

 

 

 

 

 

 

 

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

 

14


 

(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 December 31, 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 December 31, 2025, the Company does not identify any of its portfolio companies as affiliates.
(9)
This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. 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 13.3% of total assets as calculated in accordance with regulatory requirements as of December 31, 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 and restricted 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 1933 Act, and may be deemed to be “restricted securities” under the 1933 Act. As of December 31, 2025, the aggregate fair value of these securities is $55,168, or 22.86% 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 December 31, 2025, there were no investments that were on a non-accrual status.
(15)
Position or portion thereof is pledged as collateral under the Company’s Repurchase Obligations (as defined below). See Note 6 “Debt” for additional details. As of December 31, 2025, no investments were pledged as collateral under the Company’s Repurchase Obligations.
(16)
Position or portion thereof held within ABL SPV-A and is pledged as collateral supporting the amounts outstanding under the revolving ABL Credit Facility with Ally Bank. See Note 6 “Debt” for additional details.
(17)
Portfolio company headquarters are located outside of the United States.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

15


 

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, the Company has elected to be treated, and intends to qualify annually, 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, which is taxed as a C corporation for federal income tax purposes. Equity Holdings I was formed to allow the Company to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements applicable to a RIC under the Code. As of March 31, 2026, Equity Holdings I had not made any investments. On October 1, 2025, the Company formed a wholly-owned subsidiary, 5CLP BDC I ABL SPV-A LLC (“ABL SPV-A”), a Delaware limited liability company whose assets are used to secure the ABL Credit Facility (as defined below).

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 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 consolidated financial statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 5, 2026.

16


 

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. All amounts are presented in U.S. dollars unless otherwise noted. Certain prior period information has been reclassified to conform to current period presentation. These reclassifications have no effect on the Company’s financial position or its results of operations as previously recorded.

 

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 subsidiaries, Equity Holdings I and ABL SPV-A. 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 and Restricted Cash

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 March 31, 2026 and December 31, 2025, the Company had $67,033 and $136,846, respectively, of cash equivalents and $3,364 and $1,982, respectively, of restricted cash equivalents invested in a money market fund. As of March 31, 2026 and December 31, 2025, the Company had cash and restricted cash balances of $1,449 and $202, respectively, of which $1,261 and $0, respectively, were restricted. As of March 31, 2026 and December 31, 2025, cash included $166 (EUR 144) and $125 (EUR 106) denominated in Euro, respectively. Restricted cash represents principal and interest collections received that are held at ABL SPV-A, the use of which is restricted based on the terms of the Ally Loan Agreement (as defined in Note 6 “Debt”). Under the fair value hierarchy, cash and cash equivalents are classified as Level 1.

 

17


 

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.

18


 

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.

Repurchase Obligations

Transactions whereby the Company sells an investment it currently holds with a concurrent agreement to repurchase the same investment at an agreed upon price at a future date are accounted for as secured borrowings in accordance with ASC Topic 860, Transfers and Servicing (“ASC Topic 860”). The investment subject to the repurchase agreement remains on the Company’s Consolidated Statements of Assets and Liabilities, and a secured borrowing is recorded for the future repurchase obligation. The secured borrowing is collateralized by the investment subject to the repurchase agreement. Interest expense associated with the repurchase obligations are reported on the Company’s Consolidated Statements of Operations within interest expense.

Foreign Currency Transactions

Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis:

cash and cash equivalents, fair value of investments, outstanding debt on revolving credit facilities and other assets and liabilities: at the spot exchange rates on the last business day of the period; and
purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

Although the fair values of portfolio companies denominated in foreign currencies and the fluctuations in such fair value are translated to U.S. dollars as described above, the Company does not separately report that portion of the change in fair value resulting from changes in foreign exchange rates on investments from the changes in fair value of the underlying investments. Such fluctuations are included in net change in unrealized gains (losses) on investments on the Consolidated Statements of Operations. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) from translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

The Company includes net realized gains (losses) on investments resulting from foreign exchange rate fluctuations in the net realized gains (losses) on investments on the Consolidated Statements of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

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. To the extent a debt investment contains PIK provisions, PIK interest is accrued and recorded as interest income at the contractual rates. For the three months ended March 31, 2026, $2,190 of our investment income was comprised of PIK interest. For the three months ended March 31, 2025, none of our investment income was comprised of PIK interest. 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.

19


 

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. To the extent a preferred equity investment contains PIK provisions, PIK dividends, computed at the contractual rate specified in each applicable agreement, are accrued and recorded as dividend income and added to the principal balance of the preferred equity investment on the respective dividend payment dates rather than being paid in cash. PIK dividends added to the principal balance are generally due at a certain trigger date or collected upon redemption of the equity. For the three months ended March 31, 2026, $1,548 of our investment income was comprised of PIK dividend income. For the three months ended March 31, 2025 the Company did not earn any PIK dividends. 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 Credit Facilities. 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 Credit Facilities and included in interest expense in the Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, the Company had deferred financing costs net of amortization of $5,698 and $5,394, respectively. For the three months ended March 31, 2026 and March 31, 2025, amortization of deferred financing costs included in interest expense was $479 and $176, respectively. As of March 31, 2026 and December 31, 2025, the amount of capitalized financing costs paid or payable by an affiliate of the Advisor on behalf of the Company was $117 and $135, respectively, and the amount of capitalized financing costs payable to third parties was $30 and $70, respectively. As of March 31, 2026 and December 31, 2025, the Company had outstanding borrowings of $434,078 and $351,968, 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 months ended March 31, 2026 and March 31, 2025, the Company incurred offering costs of $266 and $107, respectively. For the three months ended March 31, 2026, and March 31, 2025, amortization of offering costs totaled $144 and $408, respectively. For the three months ended March 31, 2026, the Advisor did not elect to pay any amortized offering costs on behalf of the Company, pursuant to the Expense Support Agreement defined and further described in Note 3. For the three months ended March 31, 2025, the portion of amortized offering costs that the Advisor elected to pay on behalf of the Company was $383, which was made subject to conditional reimbursement by the Company, pursuant to the Expense Support Agreement.

As of March 31, 2026 and December 31, 2025, the Company had a capitalized balance of $508 and $386, respectively, of offering costs net of amortization. As of March 31, 2026 and December 31, 2025, the amount of capitalized offering costs paid by, or agreed to be paid by, an affiliate of the Advisor on behalf of the Company was $653 and $386, respectively. As of March 31, 2026 and December 31, 2025, there were no capitalized offering costs payable to third parties.

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 in other assets on the Consolidated Statements of Assets and Liabilities and are amortized on a straight-line basis over the period of service. As of March 31, 2026 and December 31, 2025, the Company had prepaid expenses of $30 and $42, respectively.

20


 

Income Taxes

As described in Note 1, the Company has elected 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 maintain its qualification 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 March 31, 2026, the Company did not have any uncertain tax positions that met the recognition or measurement criteria, nor did the Company have any unrecognized tax benefits. The Company’s federal and state tax returns, beginning with the tax year ended 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 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.

21


 

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.

Unless earlier terminated, the Investment Advisory Agreement will remain in effect for an initial term of two years, and will remain in effect from year to year thereafter if approved annually by the Board of Directors or by the holders of a Majority of the Outstanding Voting Securities (as defined below) and, in each case, a majority of the Independent Directors.

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act). In accordance with the 1940 Act, without payment of penalty, the Company may terminate the Investment Advisory Agreement with the Advisor upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board of Directors or the Stockholders holding a Majority of the Outstanding Voting Securities. “Majority of the Outstanding Voting Securities” means the lesser of (1) 67% or more of the voting securities of the Company present or represented at a meeting, if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy or (2) a majority of the outstanding voting securities of the Company. In addition, without payment of penalty, the Advisor may generally terminate the Investment Advisory Agreement upon 60 days’ written notice.

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 (an “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 months ended March 31, 2026, and March 31, 2025, Management Fees were $846 and $42, respectively.

As of March 31, 2026 and December 31, 2025, Management Fees payable were $846 and $589, respectively.

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 equals 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).

22


 

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, is 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” is 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 accrues, but does 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 months ended March 31, 2026, the Company accrued Investment Income Incentive Fees of $602. As of March 31, 2026, $602 was payable to the Advisor for Investment Income Incentive Fees. For the three months ended March 31, 2025, the Company did not accrue or incur any Investment Income Incentive Fees.

For the three months ended March 31, 2026, the Company accrued Capital Gains Incentive Fees of $(126), representing a reversal of previously accrued amounts due to increased unrealized losses during the period in excess of realized and unrealized gains. For the three months ended March 31, 2025, the Company did not accrue any Capital Gains Incentive Fee since there were no net realized or unrealized gains as of such date.

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.

23


 

For the three months ended March 31, 2026 and March 31, 2025, the Company incurred administrative service expenses of $606 and $846, respectively, under the Administration Agreement. For the three months ended March 31, 2026 and March 31, 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 months ended March 31, 2026 and March 31, 2025, $0 and $84, respectively, 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 are 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.

24


 

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(2)

 

Operating Expense Ratio(3)

 

For the Quarter Ended

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2024(1)

$

2,831

 

$

2,831

 

$

 

September 30, 2027

 

 

 

 

37.07

%

December 31, 2024

 

1,143

 

 

1,143

 

 

 

December 31, 2027

 

 

 

 

7.30

%

March 31, 2025

 

1,313

 

 

1,313

 

 

 

March 31, 2028

 

 

 

 

2.34

%

June 30, 2025

 

1,935

 

 

1,267

 

 

668

 

June 30, 2028

 

 

 

 

1.25

%

September 30, 2025

 

403

 

 

 

 

403

 

September 30, 2028

 

 

 

 

0.69

%

December 31, 2025

 

106

 

 

 

 

106

 

December 31, 2028

 

2.30%

 

 

0.61

%

Total

$

7,731

 

$

6,554

 

$

1,177

 

 

 

 

 

 

 

 

(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.
(2)
The effective rate of distribution per share is expressed as a percentage equal to the annualized regular cash distributions per share as of the end of the applicable quarter, exclusive of returns of capital and declared special dividends or special distributions, if any, divided by the NAV per share of Common Stock as of the previous calendar quarter end.
(3)
The operating expense ratio is calculated by dividing the quarterly operating expenses, less organizational and offering expenses, base management fees and incentive fees owed to the Advisor, and interest expense, by the Company’s net assets as of each quarter end.

As of March 31, 2026, the Advisor has provided written commitments for Expense Payments in the amount of $7,731 related to expenses incurred by the Company since inception. 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 months ended March 31, 2026 and March 31, 2025, the Company recognized $2,772 and $464, 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 March 31, 2026 and December 31, 2025, there was $2,772 and $560, respectively, included within due to affiliates for reimbursement of expense support.

On May 5, 2026, the Company entered into the Expense Limitation Agreement (as defined below), replacing the Expense Support Agreement. Refer to Note 11 for more information about the Expense Limitation Agreement.

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 March 31, 2026 and December 31, 2025, 5C Investment Partners LP, an affiliate of the Advisor, had paid or agreed to pay $653 and $386, respectively, of offering costs, and $117 and $135, respectively, of financing costs on behalf of the Company, which represents a liability of the Company.

25


 

4. Investments at Fair Value

The composition of the Company’s investment portfolio at amortized cost and fair value as of March 31, 2026 and December 31, 2025 was as follows:

 

 

 

March 31, 2026

 

December 31, 2025

 

 

 

Amortized Cost

 

Fair Value

 

Amortized Cost

 

Fair Value

 

First Lien debt investments

 

$

443,380

 

$

441,766

 

$

307,857

 

$

309,054

 

Second Lien debt investments

 

 

87,826

 

 

81,330

 

 

87,746

 

 

88,220

 

Unsecured and Subordinated debt investments

 

 

75,579

 

 

75,549

 

 

 

 

 

Preferred equity investments

 

 

56,742

 

 

56,801

 

 

55,194

 

 

55,168

 

Total Investments

 

$

663,527

 

$

655,446

 

$

450,797

 

$

452,442

 

 

The industry composition of investments at amortized cost and fair value as of March 31, 2026 and December 31, 2025 was as follows:

 

 

March 31, 2026

 

December 31, 2025

 

 

Amortized Cost

 

Fair Value

 

% of Total Investments at Fair Value

 

Amortized Cost

 

Fair Value

 

% of Total Investments at Fair Value

 

Aerospace and Defense

$

22,215

 

$

22,276

 

 

3.4

%

$

21,038

 

$

21,190

 

 

4.7

%

Construction and Engineering

 

29,717

 

 

29,835

 

 

4.5

%

 

29,766

 

 

29,867

 

 

6.6

%

Distributors

 

39,468

 

 

39,280

 

 

6.0

%

 

39,437

 

 

39,520

 

 

8.7

%

Diversified Consumer Services

 

88,950

 

 

88,890

 

 

13.6

%

 

43,813

 

 

43,793

 

 

9.7

%

Health Care Providers and Services

 

141,732

 

 

141,829

 

 

21.6

%

 

89,033

 

 

89,426

 

 

19.8

%

Health Care Technology

 

20,393

 

 

20,655

 

 

3.2

%

 

20,389

 

 

20,518

 

 

4.5

%

Insurance

 

84,599

 

 

84,338

 

 

12.8

%

 

46,427

 

 

46,478

 

 

10.3

%

Professional Services

 

101,365

 

 

101,353

 

 

15.5

%

 

25,834

 

 

26,340

 

 

5.8

%

Software

 

135,088

 

 

126,990

 

 

19.4

%

 

135,060

 

 

135,310

 

 

29.9

%

Total

$

663,527

 

$

655,446

 

 

100.0

%

$

450,797

 

$

452,442

 

 

100.0

%

 

The geographic composition of investments at fair value as of March 31, 2026 and December 31, 2025 was as follows:

 

 

 

March 31, 2026

 

December 31, 2025

 

United States

 

 

91.0

%

 

96.2

%

Canada

 

 

9.0

%

 

3.8

%

Total

 

 

100.0

%

 

100.0

%

 

5. Fair Value Measurements

The following tables summarize the Company’s investments and cash equivalents categorized within the fair value hierarchy as of March 31, 2026 and December 31, 2025:

 

 

March 31, 2026

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

First Lien debt investments

$

 

$

 

$

441,766

 

$

441,766

 

Second Lien debt investments

 

 

 

 

 

81,330

 

 

81,330

 

Unsecured and Subordinated debt investments

 

 

 

 

 

75,549

 

 

75,549

 

Preferred equity investments

 

 

 

 

 

56,801

 

 

56,801

 

Total Investments at fair value before Cash Equivalents

 

 

 

 

 

655,446

 

 

655,446

 

Money Market Fund

 

70,397

 

 

 

 

 

 

70,397

 

Total Cash Equivalents

 

70,397

 

 

 

 

 

 

70,397

 

Total Investments at fair value after Cash Equivalents

$

70,397

 

$

 

$

655,446

 

$

725,843

 

 

26


 

 

December 31, 2025

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

First Lien debt investments

$

 

$

 

$

309,054

 

$

309,054

 

Second Lien debt investments

 

 

 

 

 

88,220

 

 

88,220

 

Unsecured and Subordinated debt investments

 

 

 

 

 

 

 

 

Preferred equity investments

 

 

 

 

 

55,168

 

 

55,168

 

Total Investments at fair value before Cash Equivalents

 

 

 

 

 

452,442

 

 

452,442

 

Money Market Fund

 

138,828

 

 

 

 

 

 

138,828

 

Total Cash Equivalents

 

138,828

 

 

 

 

 

 

138,828

 

Total Investments at fair value after Cash Equivalents

$

138,828

 

$

 

$

452,442

 

$

591,270

 

The following tables present the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three months ended March 31, 2026 and March 31, 2025:

 

 

Three Months Ended

 

 

 

 

March 31, 2026

 

 

 

 

First Lien Debt Investments

 

Second Lien Debt Investments

 

Unsecured and Subordinated Debt Investments

 

Preferred Equity Investments

 

Total Investments

 

Fair value, beginning of period

$

309,054

 

$

88,220

 

$

 

$

55,168

 

$

452,442

 

Purchases and originations of investments

 

136,216

 

 

 

 

73,500

 

 

 

 

209,716

 

Paid-in-kind interest income

 

156

 

 

 

 

2,013

 

 

 

 

2,169

 

Paid-in-kind dividend income

 

 

 

 

 

 

 

1,548

 

 

1,548

 

Proceeds from sale of investments and principal repayments

 

(1,091

)

 

 

 

 

 

 

 

(1,091

)

Net change in unrealized gains (losses) on investments

 

(2,810

)

 

(6,970

)

 

(30

)

 

85

 

 

(9,725

)

Net realized gains (losses) on investments

 

 

 

 

 

 

 

 

 

 

Net amortization of discount on investments

 

241

 

 

80

 

 

66

 

 

 

 

387

 

Transfers into (out of) Level 3

 

 

 

 

 

 

 

 

 

 

Fair value, end of period

$

441,766

 

$

81,330

 

$

75,549

 

$

56,801

 

$

655,446

 

Net change in unrealized gains (losses) on non-controlled, non-affiliated investments still held at March 31, 2026

$

(2,810

)

$

(6,970

)

$

(30

)

$

85

 

$

(9,725

)

 

 

 

 

Three Months Ended

 

 

 

 

 

 

March 31, 2025

 

 

 

 

First Lien Debt Investments

 

Second Lien Debt Investments

 

Unsecured and Subordinated Debt Investments

 

Preferred Equity Investments

 

Total Investments

 

Fair value, beginning of period

$

 

$

 

$

 

$

 

$

 

Purchases and originations of investments

 

51,324

 

 

 

 

 

 

 

 

51,324

 

Paid-in-kind interest income

 

 

 

 

 

 

 

 

 

 

Paid-in-kind dividend income

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of investments and principal repayments

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gains (losses) on investments

 

(28

)

 

 

 

 

 

 

 

(28

)

Net realized gains (losses) on investments

 

 

 

 

 

 

 

 

 

 

Net amortization of discount on investments

 

28

 

 

 

 

 

 

 

 

28

 

Transfers into (out of) Level 3

 

 

 

 

 

 

 

 

 

 

Fair value, end of period

$

51,324

 

$

 

$

 

$

 

$

51,324

 

Net change in unrealized gains (losses) on non-controlled, non-affiliated investments still held at March 31, 2025

$

(28

)

$

 

$

 

$

 

$

(28

)

 

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer(s) occurs. During the three months ended March 31, 2026 and March 31, 2025, no investments were transferred into or out of Level 3.

27


 

The following tables present the significant unobservable inputs of the Company’s Level 3 investments as of March 31, 2026 and December 31, 2025. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value for the Level 3 investments.

 

 

March 31, 2026

 

Fair Value

 

Valuation Technique

Unobservable Input

Range (Weighted Average)(1)

Impact to Valuation from an Increase to Input

First Lien debt investments

$

372,886

 

Income approach

Discount rate

8.4% - 9.7% (9.2%)

Decrease

First Lien debt investments

 

68,880

 

Recent Transaction

Transaction Price

98.5% - 99.5% (98.7%)

Increase

Second Lien debt investments

 

81,330

 

Income approach

Discount rate

9.9% - 14.1% (12.1%)

Decrease

Unsecured and Subordinated debt investments

 

75,549

 

Income approach

Discount rate

12.6% - 12.6% (12.6%)

Decrease

Preferred equity investments

 

56,801

 

Income approach

Discount rate

12.0% - 12.0% (12.0%)

Decrease

Total

$

655,446

 

 

 

 

 

 

(1)
The weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

 

 

December 31, 2025

 

Fair Value

 

Valuation Technique

Unobservable Input

Range (Weighted Average)(1)

Impact to Valuation from an Increase to Input

First Lien debt investments

$

259,231

 

Income approach

Discount rate

8.3% - 9.4% (8.8%)

Decrease

First Lien debt investments

 

49,823

 

Recent Transaction

Transaction Price

99.0% - 99.5% (99.3%)

Increase

Second Lien debt investments

 

88,220

 

Income approach

Discount rate

9.5% - 10.5% (10.1%)

Decrease

Preferred equity investments

 

55,168

 

Recent Transaction

Transaction Price

98.0% - 98.0% (98.0%)

Increase

Total

$

452,442

 

 

 

 

 

 

(1)
The weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

 

The Company typically determines the fair value of its performing Level 3 debt investments utilizing a discounted cash flow analysis to estimate the fair value of the investments, specifically the yield method. The cash flows used in the discounted cash flow analysis represent the contractual interest, fee and principal payments through the investment’s expected maturity date. These cash flows are discounted at a rate that is calibrated to the initial transaction and monitored over time to adjust for changes in observed market spreads and yields since the issuance of the investment along with changes in company specific factors.

Financial Instruments Not Carried at Fair Value

Debt

The carrying value of the Company’s Credit Facilities (as defined below) approximates its fair value, which is categorized as Level 3 within the fair value hierarchy, as of March 31, 2026 and December 31, 2025.

6. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% (or 150% if certain conditions are met) after such borrowing. As a result of complying with the requirements set forth in Section 61(a) of the 1940 Act, the Company obtained Board of Directors’ approval to borrow amounts such that its asset coverage is at least 150%, rather than 200%. As of March 31, 2026 and December 31, 2025, the Company’s asset coverage was 167.08% and 167.82%, respectively. Under the 1940 Act, any preferred stock issued by the Company, including the Preferred Stock will constitute a “senior security” for purposes of the 150% asset coverage test.

28


 

The Company’s outstanding debt obligations as of March 31, 2026 and December 31, 2025 were as follows:

 

 

 

March 31, 2026

 

 

 

Aggregate
Principal
Amount
Committed

 

 

Outstanding
Principal

 

 

Carrying Value

 

 

Amount
Available
(1)

 

Credit Facility

 

$

250,000

 

 

$

218,078

 

 

$

218,078

 

 

$

31,922

 

ABL Credit Facility

 

 

400,000

 

 

 

216,000

 

 

 

216,000

 

 

 

184,000

 

Total Debt

 

$

650,000

 

 

$

434,078

 

 

$

434,078

 

 

$

215,922

 

 

(1)
The amount available may be subject to limitations related to the borrowing base under the Credit Facility, the ABL Credit Facility and asset coverage requirements.

 

 

 

December 31, 2025

 

 

 

Aggregate
Principal
Amount
Committed

 

 

Outstanding
Principal

 

 

Carrying Value

 

 

Amount
Available
(1)

 

Credit Facility

 

$

250,000

 

 

$

181,968

 

 

$

181,968

 

 

$

68,032

 

ABL Credit Facility

 

 

300,000

 

 

 

170,000

 

 

 

170,000

 

 

 

130,000

 

Total Debt

 

$

550,000

 

 

$

351,968

 

 

$

351,968

 

 

$

198,032

 

 

(1)
The amount available may be subject to limitations related to the borrowing base under the Credit Facility, the ABL Credit Facility and asset coverage requirements.

Senior Secured Revolving Credit Facility

On January 16, 2025, the Company entered into a revolving credit agreement (as amended, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), by and between the Company, as initial borrower, U.S. Bank National Association (“U.S. Bank”) as administrative agent, lead arranger, letter of credit issuer and the lenders party thereto from time to time (each a “Lender”). Capitalized terms used herein but not defined will have the meanings ascribed thereto in the Revolving Credit Agreement.

Pursuant to Section 2.15 of the Revolving Credit Agreement (Section 2.15”), an increase was effective on June 27, 2025 for the revolving credit facility (the “Credit Facility” and, such increase, the “First Committed Accordion Exercise”). The Credit Facility and ABL Credit Facility (as defined below) are referred to collectively as the Credit Facilities.” Pursuant to the First Committed Accordion Exercise, the aggregate Credit Facility commitments pursuant to the Revolving Credit Agreement increased from $150.0 million to $215.0 million. Pursuant to Section 2.15, an increase was effective on September 8, 2025 for the Credit Facility (the Second Committed Accordion Exercise”). Pursuant to the Second Committed Accordion Exercise, the aggregate Credit Facility commitments pursuant to the Revolving Credit Agreement increased from $215.0 million to $250.0 million (the Maximum Principal Amount”), of which $50.0 million is available for standby letters of credit. As of March 31, 2026, the Company had no outstanding letters of credit issued through the Credit Facility. The Maximum Principal Amount is subject to availability under the borrowing base, which is based on unfunded capital commitments by eligible investors, and the reserve, if any, for borrowings denominated in non-U.S. dollars. Subject to compliance with the terms and conditions of the Revolving Credit Agreement, the Company may request an increase of the maximum principal amount of the Credit Facility up to $1 billion, which request is subject to the discretionary consent of the administrative agent and to the commitment to provide such increase by U.S. Bank or any other new or existing lenders.

On December 19, 2025, the Company entered into a second amendment to its revolving credit agreement (“Second Amendment”). The Second Amendment, among other things, added a newly formed feeder fund, 5C Lending Partners Structured Feeder LP, a Delaware limited partnership (the “New Pledgor”) as a credit party under the Revolving Credit Agreement, and provides that the commitments to the New Pledgor will be included in the borrowing base under the Revolving Credit Agreement. In connection with the Second Amendment the New Pledgor entered into certain security documents pledging to the administrative agent customary subscription facility collateral.

29


 

On January 30, 2026, the Company entered into a third amendment to its Revolving Credit Agreement (the “Third Amendment”). The Third Amendment, among other things, (i) extends the Stated Maturity Date from January 15, 2027 to January 14, 2028, (ii) provides that 80% of the aggregate unfunded capital commitments of certain investors will be included in calculations of the borrowing base under the Revolving Credit Agreement once at such times the Company has called and received at least 40% of the aggregate capital commitments of all investors, (iii) reduced the Applicable Margin (as defined therein) (A) in the case of RFR Loans, from 2.30% to 1.85%, (B) in the case of Eurocurrency Rate Loans, from 2.30% to 1.85%, (C) in the case of Reference Rate Loans, from 1.30% to 0.85% (each such loan as defined therein) and (D) in the case of Letter of Credit (as defined therein) fees, from 2.30% to 1.85%, (iv) reduced the unused commitment fee to 0.25% per annum on the unused portion of the lenders’ commitments when such unused portion is greater than fifty percent (50%) of the Credit Facility’s maximum commitment and (v) amends certain investor concentration limits, and waives the applicability of certain investor concentration limits until June 30, 2026.

As of March 31, 2026, borrowings under the Credit Facility bear interest, at a rate per annum equal to (i) in the case of loans denominated in U.S. dollars (USD), at the Company’s option (a) the daily simple SOFR plus 1.85%, (b) the Adjusted Term SOFR for the applicable interest period plus 1.85% or (c) 0.85% plus the greatest of (1) U.S. Bank’s prime rate, (2) the federal funds rate plus 0.50% and (3) the daily simple SOFR plus 1.00%; (ii) in the case of loans denominated in Euros, Yen, Australian dollars or other alternative currencies (other than sterling, Canadian dollars or Swiss francs), the Eurocurrency Rate for the applicable interest period plus 1.85%; (iii) in the case of loans denominated in sterling, SONIA plus 1.85%; (iv) in the case of loans denominated in Swiss francs, SARON plus 1.85%; or (v) in the case of loans denominated in Canadian dollars, at the Company’s option (a) the adjusted CORRA plus 1.85% or (b) the adjusted Term CORRA for the applicable interest period plus 1.85%. Term SOFR Loans are subject to a credit spread adjustment ranging from 0.00% to 0.25% and CORRA loans are subject to a credit spread adjustment of 0.15%, subject to certain conditions. As of March 31, 2026, the Company had outstanding debt denominated in Euro (EUR) of 6.4 million and Canadian dollars (CAD) of 82.5 million on its Credit Facility included in outstanding principal in the table above. As of March 31, 2026, USD borrowings under the Credit Facility bore interest at the daily simple SOFR plus 1.85%, EUR borrowings under the Credit Facility bore interest at the Eurocurrency Rate for the applicable interest period plus 1.85%, and CAD borrowings under the Credit Facility bore interest at the adjusted Term CORRA for the applicable interest period plus 1.85%. The Company also will pay to U.S. Bank an unused commitment fee, payable quarterly in arrears, equal to 0.25% per annum on the unused portion of the lenders’ commitments under the Credit Facility on the basis of actual days elapsed in a year consisting of 360 days. As of March 31, 2026, the unused commitment fee was equal to 0.25% per annum on the unused portion of the lenders’ commitments under the Credit Facility. Deferred financing costs related to the Credit Facility are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Refer to Note 2 for additional information.

As of March 31, 2026, the Credit Facility will mature upon the earliest of (i) January 14, 2028 (the “Stated Maturity Date”), (ii) the date upon which the administrative agent declares the obligations under the Credit Facility due and payable after the occurrence of an event of default, (iii) forty-five (45) days prior to the termination of the organizational documents of the Company, (iv) forty-five (45) days prior to the date on which the Company’s ability to call capital commitments for purposes of repaying the obligations under the Credit Facility is terminated, and (v) the date the Company terminates the commitments pursuant to the Credit Facility. At the Company’s option, the Stated Maturity Date may be extended for one term up to 364 days, subject to the satisfaction of customary conditions. The Company’s obligations under the Revolving Credit Agreement are secured by the Company’s rights, titles, interests and privileges in and to the capital commitments of the Company’s investors, including the Company’s right to make capital calls, receive and enforce capital contributions, exercise any remedies and claims related thereto together with all proceeds and related rights of any and all of the foregoing and a pledge of the collateral account into which the capital call proceeds are deposited. The Revolving Credit Agreement contains customary representations and warranties and covenants and events of default (with customary notice and cure provisions). Borrowings under the Revolving Credit Agreement are subject to the asset coverage requirements contained in the 1940 Act.

As of March 31, 2026, the Company was in compliance with the terms of the Credit Facility.

Repurchase Obligations

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements with Macquarie Bank Limited (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (each such repurchase agreement, a “Macquarie Transaction”).

In accordance with ASC Topic 860, these Macquarie Transactions meet the criteria for secured borrowings. Accordingly, the investments financed by Macquarie Transactions remain on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to Macquarie (the “Repurchase Obligations”). The Repurchase Obligations are secured by the respective investments that are the subject of the repurchase agreements.

30


 

As of March 31, 2026 and December 31, 2025, the Company had no outstanding Repurchase Obligations.

Ally ABL Credit Facility

On November 6, 2025, the Company, as transferor, entered into the Loan, Security and Collateral Management among the Advisor, as collateral manager (in such capacity, the “Collateral Manager”), ABL SPV-A, as borrower (in such capacity, the “Borrower”), the lenders party thereto, Ally Bank, as administrative agent, and U.S. Bank Trust Company, National Association, as collateral custodian, swingline lender and arranger (the “Ally Loan Agreement”). The Ally Loan Agreement provides for a revolving credit facility (the “ABL Credit Facility”) under which the lenders agreed to extend credit to the Borrower in a total amount of up to $300.0 million the proceeds of which may be used, among other things, to acquire eligible loans and to make distributions to the Company. The Collateral Manager will act as collateral manager of the Borrower and manage the Collateral. On February 4, 2026, the commitments under the facility automatically increased to an amount equal to $400.0 million. Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to a benchmark rate, plus 1.75% per annum. The benchmark rate is a secured overnight funding rate (“SOFR”) based on, at the Borrower’s option, daily SOFR, 1 month term SOFR and 3 month term SOFR. Unused commitments under the ABL Credit Facility are subject to a non-usage fee ranging from 0.50% to 0.75% per annum depending on usage levels. As of March 31, 2026, the unused commitment fee was equal to 0.50% per annum on the unused portion of the lenders’ commitments under the ABL Credit Facility. Deferred financing costs related to the ABL Credit Facility are presented as an asset on the Companys Consolidated Statements of Assets and Liabilities. Refer to Note 2 for additional information. The lenders’ commitments to make advances under the ABL Credit Facility will expire on November 6, 2028 and the scheduled final maturity date of the ABL Credit Facility is November 6, 2030. In connection with the Ally Loan Agreement, the Company, as seller, and the Borrower, as buyer, entered into a sale and contribution agreement pursuant to which the Company will transfer to the Borrower certain originated or acquired loans and related assets from time to time. The Company also pledged its equity interests in the Company as collateral. The ABL Credit Facility is secured by all of the assets of the Borrower and the Company’s equity interests in the Borrower. The Company and the Borrower have each made customary representations and warranties and are required to comply with customary covenants and other requirements for similar facilities. The Ally Loan Agreement includes usual and customary events of default for facilities of this nature.

As of March 31, 2026, the Company was in compliance with the terms of the ABL Credit Facility.

For the three months ended March 31, 2026 and March 31, 2025, the components of interest expense were as follows:

 

 

 

Three Months Ended March 31, 2026

 

 

Three Months Ended March 31, 2025

 

Interest expense

 

$

4,471

 

 

$

301

 

Commitment fees

 

 

277

 

 

 

80

 

Amortization of deferred financing costs

 

 

479

 

 

 

176

 

Total Interest Expense

 

$

5,227

 

 

$

557

 

Average debt outstanding(1)

 

$

338,710

 

 

$

23,383

 

Weighted average interest rate (1)(2)

 

 

5.3

%

 

 

6.6

%

 

(1)
For the three months ended March 31, 2025, average debt outstanding and weighted average interest rate were computed from the initial drawdown on the Credit Facility on January 21, 2025.
(2)
The weighted-average interest rate is calculated as the sum of outstanding principal balances multiplied by their respective interest rates, divided by total outstanding principal.

The following tables present the changes in deferred financing costs on our revolving Credit Facilities as of and for the three months ended March 31, 2026 and as of and for the year ended December 31, 2025:

 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

 

 

Credit Facility

 

 

ABL Credit
Facility

 

 

Total

 

Deferred financing costs, beginning of period

 

$

1,331

 

 

$

4,063

 

 

$

5,394

 

Deferred financing costs incurred during the period

 

 

753

 

 

 

30

 

 

 

783

 

Amortization of deferred financing costs

 

 

(271

)

 

 

(208

)

 

 

(479

)

Deferred financing costs, end of period

 

$

1,813

 

 

$

3,885

 

 

$

5,698

 

 

31


 

 

 

Year Ended

 

 

 

December 31, 2025

 

 

 

Credit Facility

 

 

ABL Credit
Facility

 

 

Total

 

Deferred financing costs, beginning of period

 

$

578

 

 

$

 

 

$

578

 

Deferred financing costs incurred during the period

 

 

1,711

 

 

 

4,191

 

 

 

5,902

 

Amortization of deferred financing costs

 

 

(958

)

 

 

(128

)

 

 

(1,086

)

Deferred financing costs, end of period

 

$

1,331

 

 

$

4,063

 

 

$

5,394

 

 

7. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments in the form of revolver or delayed draw term loan commitments, which require the Company to provide funding during a specified commitment period when requested by portfolio companies in accordance with underlying loan agreements.

As of March 31, 2026 and December 31, 2025, the Company had the following unfunded commitments:

 

 

 

 

 

 

 

Unfunded Commitment Balance

 

Investment

 

Commitment Type

 

Commitment Expiration Date

 

March 31, 2026

 

 

December 31, 2025

 

AAH Topco., LLC (dba Alliance Animal Health)

 

First Lien Delayed Draw Term Loan

 

3/2027

 

$

9,364

 

 

$

12,493

 

AGS Health BCP Holdings, Inc.

 

First Lien Delayed Draw Term Loan

 

8/2027

 

 

4,545

 

 

 

4,545

 

AGS Health BCP Holdings, Inc.

 

First Lien Revolver

 

8/2032

 

 

1,591

 

 

 

1,591

 

AGS Health BCP LLC

 

First Lien Delayed Draw Term Loan

 

8/2027

 

 

2,500

 

 

 

2,500

 

AGS Health BCP LLC

 

First Lien Revolver

 

8/2032

 

 

909

 

 

 

909

 

Aryeh Bidco Investment Ltd. (dba Dentalcorp)

 

First Lien Delayed Draw Term Loan

 

1/2028

 

 

6,681

 

 

 

 

Aryeh Bidco Investment Ltd. (dba Dentalcorp)

 

First Lien Revolver

 

1/2033

 

 

5,568

 

 

 

 

Blue River PetCare, LLC

 

First Lien Delayed Draw Term Loan

 

2/2028

 

 

25,384

 

 

 

 

Blue River PetCare, LLC

 

First Lien Revolver

 

8/2029

 

 

4,154

 

 

 

 

Endor Purchaser, Inc. (dba CompTIA)

 

First Lien Delayed Draw Term Loan

 

1/2028

 

 

5,833

 

 

 

5,833

 

Endor Purchaser, Inc. (dba CompTIA)

 

First Lien Revolver

 

1/2032

 

 

2,917

 

 

 

2,917

 

Fetch, Inc.

 

First Lien Delayed Draw Term Loan

 

10/2028

 

 

10,000

 

 

 

 

Fetch, Inc.

 

First Lien Revolver

 

3/2033

 

 

6,000

 

 

 

 

Flexera Software LLC

 

First Lien Revolver

 

8/2032

 

 

1,617

 

 

 

1,617

 

Foundation Risk Partners, Corp.

 

First Lien Delayed Draw Term Loan

 

2/2027

 

 

7,500

 

 

 

10,417

 

FYi Eye Care Services and Products Inc. & FYi USA Inc.

 

First Lien Delayed Draw Term Loan

 

11/2027

 

 

4,570

 

 

 

4,634

 

Glow Intermediate Holdings II, LLC (dba Gallo Mechanical)

 

First Lien Delayed Draw Term Loan

 

8/2027

 

 

4,211

 

 

 

4,211

 

Glow Intermediate Holdings II, LLC (dba Gallo Mechanical)

 

First Lien Revolver

 

8/2032

 

 

5,474

 

 

 

5,474

 

High Street Buyer, Inc. (dba Highstreet Insurance)

 

First Lien Delayed Draw Term Loan

 

7/2027

 

 

12,742

 

 

 

13,497

 

Koala Investment Holdings, Inc. (dba Keystone Agency)

 

First Lien Delayed Draw Term Loan

 

2/2028

 

 

3,770

 

 

 

3,770

 

Koala Investment Holdings, Inc. (dba Keystone Agency)

 

First Lien Revolver

 

8/2032

 

 

1,676

 

 

 

1,676

 

Mindbody, Inc. (dba Playlist)

 

First Lien Revolver

 

3/2033

 

 

4,444

 

 

 

 

Navex Global Holdings Corporation

 

First Lien Delayed Draw Term Loan

 

10/2027

 

 

15,250

 

 

 

15,250

 

Navex Global Holdings Corporation

 

First Lien Revolver

 

10/2031

 

 

700

 

 

 

700

 

Premier Care Dental Management, LLC (dba Dental365)

 

First Lien Delayed Draw Term Loan

 

7/2027

 

 

5,504

 

 

 

10,624

 

Titan BW Borrower L.P. (dba Triumph)

 

First Lien Delayed Draw Term Loan

 

7/2027

 

 

715

 

 

 

1,786

 

Titan BW Borrower L.P. (dba Triumph)

 

First Lien Revolver

 

7/2032

 

 

3,573

 

 

 

3,573

 

Vacation Rental Brands, LLC (dba Awayday)

 

First Lien Delayed Draw Term Loan

 

5/2027

 

 

 

 

 

1,372

 

Vacation Rental Brands, LLC (dba Awayday)

 

First Lien Revolver

 

5/2031

 

 

4,255

 

 

 

4,255

 

Vamos Bidco, Inc. (dba Vermont Information Processing)

 

First Lien Delayed Draw Term Loan

 

1/2027

 

 

10,811

 

 

 

10,811

 

Vamos Bidco, Inc.(dba Vermont Information Processing)

 

First Lien Revolver

 

1/2032

 

 

3,243

 

 

 

3,243

 

World Insurance Associates, LLC

 

First Lien Delayed Draw Term Loan

 

8/2026

 

 

7,792

 

 

 

8,768

 

World Insurance Associates, LLC

 

First Lien Revolver

 

4/2030

 

 

1,000

 

 

 

1,000

 

Total Unfunded Commitments

 

 

 

 

 

$

184,293

 

 

$

137,466

 

 

32


 

Commitments and Contingencies

In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. As of March 31, 2026 and December 31, 2025, no such claims exist, and accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Advisor has agreed to advance payment of certain of the Company’s expenses incurred, a portion of which is subject to conditional reimbursement. As described in Note 3, the Company does not consider the unreimbursed expense payments subject to conditional reimbursement to be probable and estimable as described in ASC Topic 450 “Contingencies”. Refer to Note 3 for additional information.

8. Net Assets

Capital Commitments

From time to time, the Company will enter into Subscription Agreements with investors providing for the private placement of the Company’s shares of Common Stock. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s 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 to its investors. As of March 31, 2026 and December 31, 2025, the Company had received Capital Commitments totaling $1,000,046 and $729,030, respectively ($704,474 and $492,157 remaining undrawn, respectively), of which $269,845 and $269,745, respectively ($182,164 and $182,090 remaining undrawn, respectively), are from affiliates of the Advisor.

Common Stock

The Company has the authority to issue up to 5,000,000,000 shares of Common Stock. The Company issues and sells Common Stock from time to time in reliance upon Section 4(a)(2) of the 1933 Act, which provides an exemption from the registration requirements of the 1933 Act.

The following table summarizes the total shares of Common Stock issued and proceeds received related to the Company’s drawdowns of Capital Commitments delivered pursuant to the Subscription Agreements for the three months ended March 31, 2026:

 

Common Stock Issuance Date

 

Shares of Common Stock Issued

 

 

Aggregate Proceeds

 

March 20, 2026

 

 

2,400,794

 

 

$

58,699

 

Total

 

 

2,400,794

 

 

$

58,699

 

The following table summarizes the total shares of Common Stock issued and proceeds received related to the Company’s drawdowns of Capital Commitments delivered pursuant to the Subscription Agreements for the three months ended March 31, 2025:

 

Common Stock Issuance Date

 

Shares of Common Stock Issued

 

 

Aggregate Proceeds

 

March 26, 2025

 

 

1,614,205

 

 

$

40,000

 

Total

 

 

1,614,205

 

 

$

40,000

 

As of March 31, 2026, the Company has issued an aggregate of 11,873,949 shares of Common Stock for aggregate proceeds of $295,572 pursuant to such drawdowns of Capital Commitments.

33


 

Preferred Stock

The Company has the authority to issue up to 1,000,000 shares of Preferred Stock. On September 26, 2024, the Company issued and sold 515 shares of the Company’s Preferred Stock. Each share of the Preferred Stock was sold at a price of $3,000 per share, net of offering costs and an administration fee, and each individual investor in the Preferred Stock was entitled to purchase only one share of the Preferred Stock. The Company received proceeds of $1,545 net of fees and costs of $122 for net proceeds of $1,423. Each holder of the Preferred Stock is entitled to the Liquidation Value with respect to distributions, including the payment of dividends and distribution of the Company’s assets upon dissolution, liquidation, or winding up. The Preferred Stock is senior to all other classes and series of Common Stock, and rank on parity with any other class or series of preferred stock of the Company, whether such class or series is now existing or is created in the future, to the extent of the aggregate Liquidation Value and all accrued but unpaid dividends and any applicable redemption premium on the Preferred Stock. Dividends on each share of Preferred Stock accrue on a daily basis at the rate of 12.0% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid dividends thereon- (the “Preferred Dividends”), from and including the date of issuance, or, if any shares of Preferred Stock are issued after the first dividend period, dividends on such shares shall accrue and be cumulative from the day immediately following the most recent dividend payment date, to and including the earlier of (1) the date of any liquidation, dissolution, or winding up of the Company or (2) the date on which such Preferred Stock is redeemed. Dividends accrue whether or not they have been authorized or declared, whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. Dividends are payable semi-annually.

The Preferred Stock is subject to redemption at the Company’s option any time by notice of such redemption on a date selected by the Company for such redemption, such date being referred to as the Redemption Date. If the Company elects to cause the redemption of the Preferred Stock, each share of Preferred Stock will be redeemed for a price, payable in cash (i.e. no conversion provision) on the Redemption Date, equal to 100% of such share’s Liquidation Value, plus all accrued and unpaid dividends to and including the Redemption Date, plus a redemption premium per share as follows: (1) if the redemption date occurs prior to the second (2nd) anniversary of the date of the original issuance of the Preferred Stock, a redemption premium of $300 dollars; and (2) thereafter, no redemption premium. From and after the close of business on the Redemption Date, all dividends on the outstanding Preferred Stock will cease to accrue, such shares will no longer be deemed to be outstanding, and all rights of the holders of such shares (except the right to receive the redemption price for such shares from the Company) will cease.

Distributions and Distribution Reinvestment Plan

The following table summarizes the Company’s regular and special distributions declared to Common Stockholders for the three months ended March 31, 2026:

 

Date Declared

 

Record Date

 

Payment Date

 

Per Share Amount

 

Total Amount

 

March 4, 2026

 

March 6, 2026

 

March 12, 2026

 

$

0.20

 

$

1,908

 

Total Distributions

 

 

 

 

 

$

0.20

 

$

1,908

 

 

During the three months ended March 31, 2026, $1,908 of Common Stock distributions were declared and paid by the Company. During the three months ended March 31, 2026, the Company also paid $1,937 to Common Stockholders for distributions declared on December 24, 2025. The distributions declared during the three months ended March 31, 2026 were derived from net investment income, determined on a tax basis. During the three months ended March 31, 2025, no Common Stock distributions had been declared or paid by the Company.

For the three months ended March 31, 2026 and March 31, 2025, $46 and $46, respectively, of Preferred Dividends were earned, but not declared or paid by the Company. The Company records an obligation for Preferred Dividends once declared. Income available to holders of Common Stock was adjusted for these dividends for purposes of presenting earnings (losses) per share.

With respect to distributions on Common Stock, the Company has adopted an “opt out” distribution reinvestment plan (“DRIP”) for Stockholders. As a result, if the Company’s Board of Directors authorizes, and the Company declares, a cash dividend or other distribution, each Stockholder that has not “opted out” of the distribution reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of Common Stock rather than receiving cash distributions. Stockholders who receive distributions in the form of additional shares of Common Stock are generally subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

34


 

Pursuant to our distribution reinvestment plan, the following table summarizes the shares of Common Stock issued and the value of such shares, as of the payment date, to Common Stockholders who have not opted out of the Company’s DRIP for the three months ended March 31, 2026:

 

Payment Date

 

DRIP Shares of Common
Stock Issued

 

 

DRIP Value

 

January 15, 2026

 

 

43,059

 

 

$

1,086

 

March 12, 2026

 

 

42,093

 

 

 

1,063

 

Total

 

 

85,152

 

 

$

2,149

 

 

9. Earnings (Losses) Per Share

The following table sets forth the computation of basic and diluted earnings (losses) per share of Common Stock for the three months ended March 31, 2026 and March 31, 2025:

 

 

 

 

 

Earnings (losses) per share of Common Stock—basic and diluted

 

For the Three Months Ended March 31, 2026

 

 

For the Three Months Ended March 31, 2025

 

Net Increase (Decrease) in Net Assets Resulting from Operations applicable to Common Stock

 

$

(6,522

)

 

$

(99

)

Weighted average shares of Common Stock outstanding (basic and diluted)

 

 

9,864,463

 

 

 

1,350,604

 

Earnings (losses) per share of Common Stock (basic and diluted)

 

$

(0.66

)

 

$

(0.07

)

 

10. Financial Highlights

The following are the financial highlights per share of Common Stock outstanding:

 

 

 

 

 

 

 

 

($ in thousands, except share, per share amounts, and percentages)

 

For the Three Months Ended March 31, 2026

 

 

For the Three Months Ended March 31, 2025

 

Per Share Data:

 

 

 

 

 

 

Net asset value per share of Common Stock, beginning of period

 

$

25.24

 

 

$

24.82

 

Net investment income (loss)(1)

 

 

0.28

 

 

 

(0.02

)

Net realized and unrealized gain (loss)(1)

 

 

(0.94

)

 

 

(0.02

)

Total increase (decrease) in net assets resulting from investment operations

 

 

(0.66

)

 

 

(0.04

)

Distributions of net investment income to Preferred Stockholders(1)

 

 

 

 

 

 

Common Stock distributions declared from net investment income(7)

 

 

(0.20

)

 

 

 

Net increase (decrease) in net assets relating to capital share transactions(5)

 

 

(0.00

)

 

 

 

Total increase (decrease) in net assets applicable to holders of Common Stock

 

 

(0.86

)

 

 

(0.04

)

Net asset value per share of Common Stock, end of period

 

$

24.38

 

 

$

24.78

 

Total return based on net asset value(2)

 

 

-2.64

%

 

 

-0.16

%

Ratios / Supplemental Data:

 

 

 

 

 

 

Ratio of net investment income (loss) to average net assets applicable to Common Stock(3)(6)

 

 

7.43

%

 

 

2.74

%

Ratio of total expenses to average net assets applicable to Common Stock, gross(3)(6)

 

 

12.83

%

 

 

19.10

%

Ratio of total expenses to average net assets applicable to Common Stock, net of waivers(3)(6)

 

 

13.88

%

 

 

5.75

%

Portfolio turnover rate(4)

 

 

0.20

%

 

 

0.00

%

Net assets, end of period

 

$

293,770

 

 

$

72,338

 

Shares of Common Stock outstanding, end of period

 

 

11,984,588

 

 

 

2,857,196

 

Weighted average shares of Common Stock outstanding

 

 

9,864,463

 

 

 

1,350,604

 

Total capital commitments, end of period

 

$

1,000,046

 

 

$

640,456

 

Ratio of total contributed capital to total committed capital, end of period

 

 

29.56

%

 

 

11.07

%

Asset coverage ratio

 

 

167.08

%

 

 

244.05

%

 

(1)
Per share amounts are calculated based on the weighted average shares outstanding during the period.
(2)
Total return is calculated as the change in net asset value per share of Common Stock during the period, plus declared distributions per share of Common Stock, if any, and assuming reinvestment of distributions, divided by the net asset value per share of Common Stock at the beginning of the period. Total return is for the period indicated and has not been annualized.

35


 

(3)
Amounts are annualized except for organizational and offering costs, expense support amounts relating to organizational and offering costs, capital gains incentive fee, and reimbursement of expense support. The ratio of total expenses to average net assets applicable to Common Stock, gross excludes the effect of expenses waived by the Advisor, expense support, and reimbursement of expense support which represented -1.05% and 13.35%, respectively, of average net assets for the three months ended March 31, 2026 and 2025.
(4)
Portfolio turnover rate is calculated using the lesser of total sales or total purchases over the average of the investments at fair value for the period reported.
(5)
The amount shown at this caption is the balancing amount derived from the other figures in this schedule. The amount shown for capital share transactions, including share issuances, will fluctuate due to the timing of the share issuances and the weighted average shares over the period.
(6)
The amounts reflected for the respective period do not reflect the effect of dividends earned but not declared or dividend payments to Preferred Stockholders.
(7)
The per share data was derived by using the actual shares outstanding at the date of the relevant transactions.

 

11. Subsequent Events

The Company’s management evaluated subsequent events through the date on which the consolidated financial statements were issued. Except as noted below or already disclosed, there have been no subsequent events that occurred during such period that would require disclosure in the consolidated financial statements or would be required to be recognized in the consolidated financial statements as of and for the three months ended March 31, 2026.

Distributions

On May 5, 2026, the Board of Directors of the Company declared a cash distribution of $0.23 per share of the Company’s Common Stock. The distribution is payable on May 20, 2026, to the holders of record of the Company’s Common Stock as of the close of business on May 13, 2026. Distributions will be paid in cash or reinvested in shares of Common Stock for Common Stockholders participating in the Company’s distribution reinvestment plan.

Investment Operations

As of May 6, 2026, the Company’s investment portfolio totaled $888.4 million across 25 portfolio companies, comprised of loan commitments of $830.6 million in aggregate principal amount, of which $638.8 million was funded and $191.8 million was unfunded, and a preferred equity investment of $57.8 million.

Recent Transactions

 

Radwell International - Radwell Parent, LLC

On April 7, 2026, the Company closed on the extension and upsize of a first lien credit facility for Radwell International (“Radwell”) with loan commitments of $45.0 million in aggregate principal amount. Radwell is a leading distributor of new, surplus, and reconditioned industrial automation and electronic control components for plant floor and facilities maintenance machinery.

Expense Limitation Agreement

On May 5, 2026, the Company entered into an agreement with the Advisor (the “Expense Limitation Agreement”), which replaced the Expense Support Agreement. The Expense Limitation Agreement limits certain of the Company’s Operating Expenses (as defined below) to no more than 0.25% of the Company’s average quarterly Gross Assets (as defined below) for such quarter. Accordingly, the Advisor has agreed to reimburse the Company for certain Operating Expenses on a quarterly basis, beginning with the quarter that commenced on April 1, 2026 (any such payment made by the Advisor, an “Expense Payment”), and the Company has agreed to later repay such amounts (any such payment by the Company, a “Reimbursement Payment”), pursuant to the terms of the Expense Limitation Agreement. In addition, the Advisor may reimburse the Company for, or pay on its behalf, any additional percentage of the Company’s average quarterly Gross Assets, only to the extent deemed appropriate in the sole discretion of the Advisor. The actual amount of Operating Expenses incurred by the Company in any applicable quarter after deducting any Expense Payment (but not below zero), as a percentage of the Company’s average quarterly Gross Assets, is referred to as the “Percentage Limit.” For the purposes of the Expense Limitation Agreement, “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, excluding Management Fees and Incentive Fees, financing fees and costs, interest expense, taxes, litigation expenses, underwriter costs and expenses, reimbursements due to the Advisor under the Expense Support Agreement and the Expense Limitation Agreement, and extraordinary or non-routine expenses not incurred in the ordinary course of the Company’s business. In addition, for purposes of the Expense Limitation Agreement, “Gross Assets” means, as of any date of determination, the greater of (x) the actual gross assets of the Company or (y) $2.0 billion plus 1.25x assumed leverage ($4.5 billion in the aggregate).

36


 

Any Expense Payment made by the Advisor pursuant to the Expense Limitation Agreement will be subject to conditional reimbursement by the Company on a quarterly basis within the three years of the last calendar day of the calendar quarter in which the Expense Payment was made, provided that, the Operating Expenses (less any fees or expenses waived or reimbursed by the Advisor) for the applicable quarter, expressed as a percentage of the Company’s average Gross Assets during such quarter, is equal to or less than the Percentage Limit that was in effect at the time when the applicable Expense Payment was made. Any such payments required to be made by the Company pursuant to the Expense Limitation Agreement are referred to as “Reimbursement Payments.” The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable quarter, except to the extent the Advisor has waived its right to receive such payment for such quarter. The Reimbursement Payment for any quarter shall be paid by the Company to the Advisor in any combination of cash or other immediately available funds as promptly as possible following the applicable quarter and in no event later than 90 days after the end of such quarter. In addition, all Reimbursement Payments under the Expense Limitation Agreement shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Advisor to, or on behalf of, the Company within three years prior to the last business day of the applicable quarter in which such Reimbursement Payment obligation is accrued.

All existing expenses of the Company incurred up to March 31, 2026 and the Company’s existing obligations to make Expense Payments or Reimbursement Payments in connection therewith shall be governed by the terms of the Expense Support Agreement, and all expenses of the Company incurred on or after April 1, 2026, and thereafter, shall be governed by the terms of the Expense Limitation Agreement.

The Company or the Advisor may terminate the Expense Limitation Agreement at any time, without penalty, with or without notice. The Expense Limitation Agreement will automatically terminate in the event (a) of the termination by the Company of the Investment Advisory Agreement, (b) the Board of Directors makes a determination to dissolve or liquidate the Company, or (c) the Company consummates an Exchange Listing or a sale of all or substantially all of the Company’s assets to, or a merger or other liquidity transaction with, an entity in which the Company’s Stockholders receive shares of a publicly traded company that continues to be managed by the Advisor or an affiliate thereof. Upon termination of the Expense Limitation Agreement, the Company will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Limitation Agreement, that have not been reimbursed by the Company to the Advisor

The foregoing description is only a summary of certain provisions of the Expense Limitation Agreement and is qualified in its entirety by reference to a copy of the Expense Limitation Agreement, which is filed as Exhibit 10.2 to this Report and incorporated by reference herein.

37


 

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

The information in this section contains forward-looking statements that involve risks and uncertainties. Please see “Part I-Item 1A. Risk Factors” in our Annual Report and “Forward-Looking Statements” set forth on page 1 of this Report for a discussion of the uncertainties, risks and assumptions associated with these statements.

The following discussion is designed to provide a better understanding of our consolidated financial statements, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included. Historical results and percentage relationships among any amounts in the consolidated financial statements are not necessarily indicative of trends in operating results for any future periods.

Amounts are in thousands except percentages, share and per share amounts or as otherwise noted.

Overview of Our Business and Investment Framework

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 BDC under the 1940 Act. For U.S. federal income tax purposes, the Company has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code. As a BDC and a RIC, we are required to comply with certain regulatory requirements. We are managed by the Advisor. The Advisor is a limited liability company that is registered as an investment adviser under the Advisers Act. The Advisor is responsible for managing our day-to-day operations and providing investment advisory and management services to the Company. 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, which is taxed as a C corporation for federal income tax purposes. Equity Holdings I was formed to allow the Company to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements applicable to a RIC under the Code. On October 1, 2025, the Company formed a wholly-owned subsidiary, 5CLP BDC I ABL SPV-A LLC (“ABL SPV-A”), a Delaware limited liability company whose assets are used to secure the ABL Credit Facility (as defined below).

Our 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 believes that the opportunity presents attractive investment characteristics and the potential for attractive risk-adjusted returns. Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit instruments issued by corporate issuers (including loans, notes, bonds and other corporate debt securities). The Company’s 80% policy with respect to investments in credit-related instruments is not fundamental and may be changed by the Board of Directors without Stockholder approval. Stockholders will be provided with sixty (60) days’ notice in the manner prescribed by the SEC before making any change to this policy. We invest primarily in private companies based in the United States, which is subject to compliance with BDC requirements to invest at least 70% of our assets in U.S. companies.

Although not expected to be a primary component of the Company’s investment strategy, the Company may also selectively make opportunistic investments in portfolios of loans, receivables or other debt instruments, traded loans, and securities of corporate issuers when market conditions create opportunities with a compelling risk profile, and potential strategic opportunities, including acquisitions of other private and public finance companies, business development companies and asset managers.

Most of the Company’s debt investments are expected to be unrated. When rated by a nationally recognized statistical ratings organization, the Company expects that its debt investments will generally carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service, Inc. or lower than “BBB-” by Standard & Poor’s Rating Services), which is often referred to as “junk.”

The Company employs leverage as market conditions permit and at the discretion of the Advisor, but in no event will leverage employed exceed the limitations set forth in the 1940 Act. Pursuant to the 1940 Act, the Company is required to have an asset coverage ratio of at least 150%, which means for every $100 of net assets the Company holds, the Company may raise $200 from borrowings and issuing senior securities (including debt and preferred stock). Under the 1940 Act, any preferred stock we issue, including the Preferred Stock will constitute a “senior security” for purposes of the 150% asset coverage test. Any such leverage would be expected to increase the total capital available for investment by the Company.

38


 

The Company intends to seek to list its shares of Common Stock on a national securities exchange, (an “Exchange Listing”), as determined by the Advisor in its sole discretion within seven years of the initial closing, subject to an additional one-year extension with the approval of the Board of Directors. Any Exchange Listing is subject to future market conditions and there can be no assurance that any exchange listing will occur. Until any Exchange Listing, the Company’s Common Stock is not registered under the 1933 Act, or any state securities law, and will be restricted as to transfer by law and the terms of the charter of the Company.

The Company commenced operations on September 26, 2024, the date on which the Company issued 515 shares of Preferred Stock and 80,000 shares of Common Stock. Prior to the commencement of operations, our efforts were limited to the organization of and preparation for the Company’s commencement of operations and future operations. The Company commenced investment operations in January 2025.

Emerging Growth Company

The Company is an emerging growth company as defined in the JOBS Act and is eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. The Company expects to remain an emerging growth company for up to five years following the completion of the Company’s initial public offering or until the earliest of (i) the last day of the first fiscal year in which the Company’s annual gross revenues equal or exceed $1.235 billion, (ii) December 31 of the fiscal year that the Company becomes a “large accelerated filer” as defined in Rule 12b-2 under the 1934 Act which would occur if the market value of the Common Stock that is held by non-affiliates exceeds $700.0 million as of the last business day of the Company’s most recently completed second fiscal quarter and the Company has been publicly reporting for at least 12 months or (iii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period. In addition, the Company will take advantage of the extended transition period provided in Section 7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards.

Key Components of Our Results of Operations

Revenues

We generate revenue primarily from interest income on debt investments we hold. In addition, we may generate income from capital gains on the repayment or sale of investments, dividend income and various other fees. Our debt investments typically have a term of eight years or less and bear interest on a floating rate basis. Interest on our debt investments is also generally payable quarterly. In certain cases, our investments may provide for deferred or PIK interest or dividend payments. To the extent a debt investment contains PIK provisions, PIK interest is accrued and recorded as interest income at the contractual rates and added to the principal balance of the investment. The principal amount of the investment plus any accrued but unpaid PIK interest or dividend payments are generally due on the maturity date of the investment. In addition, the Company may also generate revenue in the form of commitment, amendment, structuring, syndication, due diligence, unused and other fees.

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. To the extent a preferred equity security contains PIK provisions, PIK dividends, computed at the contractual rate specified in each applicable agreement, are accrued and recorded as dividend income and added to the principal balance of the preferred equity security. PIK dividends added to the principal balance are generally collected upon redemption of the equity. Dividend income earned from money market funds is recorded on an accrual basis.

Expenses

Our primary operating expenses include the payment of management fees, incentive fees, expenses reimbursable under the Administration Agreement and the Investment Advisory Agreement, professional fees and other expenses.

Except as specifically provided below, all investment professionals and staff of the Advisor, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Advisor. We incur all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including the Management Fees and Incentive Fees, to the Advisor, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including those relating to (i) our Chief Compliance Officer, Chief Financial Officer and their respective staffs; (ii) compensation of investor relations, legal, operations and other non-investment professionals of the Administrator that perform duties for us; and (iii) costs associated with compliance with Sarbanes-Oxley Act of 2002, as amended; and (c) all other expenses of our operations, administration and transactions.

39


 

The Advisor has agreed to advance costs on our behalf. Unless the Advisor waives or elects to cover such expenses pursuant to the Expense Support Agreement, we will be obligated to reimburse the Advisor for such advanced expenses. See the Expense Support Agreement section below. Any reimbursements that may be made by us in the future will not exceed actual expenses incurred by the Advisor and its affiliates.

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 are 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.

For the three months ended March 31, 2026, there were no expenses subject to conditional reimbursement by the Company under the Expense Support Agreement.

40


 

For the three months ended March 31, 2025, administrative service expenses of $84, professional fees of $552, directors’ fees of $86, other general and administrative expenses of $208, and amortization of deferred offering costs of $383 are subject to conditional reimbursement by the Company under the Expense Support Agreement.

Expense Limitation Agreement

On May 5, 2026, the Company entered into the Expense Limitation Agreement (as defined below), replacing the Expense Support Agreement. See “Part II-Item 5. Other Information” for more information on the Expense Limitation Agreement.

Expense Waivers

For the three months ended March 31, 2026, no expenses have been waived by the Advisor. For the three months ended March 31, 2025, $762 of expenses have been waived by the Advisor, and will not be subject to reimbursement by the Company. Expenses waived for three months ended March 31, 2025 were $762 of administrative service expenses. The Advisor’s waiver of these expenses was a voluntary election by the Advisor and the Advisor is not obligated to waive any expenses of the Company in future periods.

Leverage

The Company employs leverage as market conditions permit and at the discretion of the Advisor, but in no event will leverage employed exceed the limitations set forth in the 1940 Act. Pursuant to the 1940 Act, and as approved by the Board of Directors and the Company’s initial stockholder, the Company is required to have an asset coverage of at least 150%, which means for every $100 of net assets the Company holds, the Company may raise $200 from borrowing and issuing senior securities (including debt and preferred stock). Any such leverage, if incurred, would be expected to increase the total capital available for investment by the Company.

Portfolio and Investment Activity

The Company commenced investment operations in January 2025.

The total fair value of our investment portfolio was $655,446 as of March 31, 2026, consisting of 24 portfolio companies. As of March 31, 2026, our investment portfolio based on fair value consisted of 67.4% first lien debt investments, 12.4% second lien debt investments,11.5% of unsecured and subordinated debt investments, and 8.7% preferred equity investments.

Our investment activity for the three months ended March 31, 2026 and March 31, 2025, is presented below (the information presented herein is at par value unless otherwise indicated):

 

Investments:

For the Three Months Ended March 31, 2026

 

For the Three Months Ended March 31, 2025

 

New investment commitments:(2)

 

 

 

 

Purchases and originations

$

259,359

 

$

138,500

 

   Total new investment commitments

$

259,359

 

$

138,500

 

Principal amount of investments funded:

 

 

 

 

First Lien debt investments

$

139,734

 

$

52,196

 

Unsecured and Subordinated debt investments

 

77,013

 

 

 

   Total principal amount of investments funded

$

216,747

 

$

52,196

 

Principal amount of investments sold or repaid:

 

 

 

 

First Lien debt investments

$

(1,091

)

$

 

   Total principal amount of investments sold or repaid

$

(1,091

)

$

 

Number of new investment commitments in new portfolio companies

 

5

 

 

5

 

Weighted average yield on income producing investments, at amortized cost(1)

 

9.3

%

 

9.3

%

 

(1)
The weighted average yield includes the interest rates and amortization of discounts for each income-producing investment and is weighted by its amortized cost relative to the aggregate amortized cost of all income-producing investments.
(2)
New investment commitments include funded and unfunded commitments to fund revolving loans and delayed draw loans.

41


 

As of March 31, 2026 and December 31, 2025, our investments consisted of the following:

 

 

 

March 31, 2026

 

December 31, 2025

 

 

 

Amortized Cost

 

Fair Value

 

Amortized Cost

 

Fair Value

 

First Lien debt investments

 

$

443,380

 

$

441,766

 

$

307,857

 

$

309,054

 

Second Lien debt investments

 

 

87,826

 

 

81,330

 

 

87,746

 

 

88,220

 

Unsecured and Subordinated debt investments

 

 

75,579

 

 

75,549

 

 

 

 

 

Preferred equity investments

 

 

56,742

 

 

56,801

 

 

55,194

 

 

55,168

 

Total Investments

 

$

663,527

 

$

655,446

 

$

450,797

 

$

452,442

 

 

As of March 31, 2026 and December 31, 2025, no investments in the portfolio were on non-accrual status.

The Advisor monitors the financial condition and trends of each portfolio company on an ongoing basis to determine if they are meeting their respective business plans and the Advisor’s underwriting assumptions and to assess the appropriate course of action with respect to each portfolio company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

assessment of the performance of the portfolio company against its business plan and the Advisor’s underwriting assumptions;
assessment of the portfolio company’s compliance with covenants;
review of monthly or quarterly financial statements and financial projections of the portfolio company;
periodic or regular contact with the portfolio company’s management team and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
comparisons to our other portfolio companies and to publicly available market data, if any; and
attendance at and participation in board meetings or presentations by the portfolio company where permitted in the credit documentation.

As part of the monitoring process, the Advisor employs an investment performance rating system to categorize our investments. In addition to various risk management and monitoring tools, the Advisor rates the credit risk of all investments on a scale of 1 to 4. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account in certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The investment performance rating system for our investments is as follows:

An investment performance rating of 1 involves the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable versus expectations at the time of origination or acquisition, which may include the performance of the portfolio company or a potential exit;
An investment performance rating of 2 involves a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral versus expectations at the time of origination or acquisition. Generally, all investments or acquired investments in new portfolio companies are initially assessed a rating of 2;
An investment performance rating of 3 indicates that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and/or non-compliance with debt covenants; however, payments are generally not significantly past due; and
An investment performance rating of 4 indicates that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment rating of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments with an investment rating of 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss relative to our initial cost basis upon exit.

42


 

The Advisor rates the investments in our portfolio each quarter and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments with a rating of 3 or 4, the Advisor enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding investments in money market funds) on the 1 to 4 performance investment rating system at fair value as of March 31, 2026 and December 31, 2025:

 

 

 

March 31, 2026

 

December 31, 2025

 

Investment
Performance
Rating

 

Investments at Fair
Value

 

Percentage of Total
Portfolio

 

Investments at Fair
Value

 

Percentage of Total
Portfolio

 

1

 

$

 

 

$

 

 

2

 

 

655,446

 

 

100

%

 

452,442

 

 

100

%

3

 

 

 

 

 

 

4

 

 

 

 

 

 

Total

 

$

655,446

 

 

100

%

$

452,442

 

 

100

%

 

Results of Operations

Although the Company was formed on October 16, 2023, we commenced operations on September 26, 2024. On January 9, 2025, we commenced investment operations.

Operating results for the three months ended March 31, 2026 and March 31, 2025, were as follows:

 

 

For the Three Months Ended March 31, 2026

 

For the Three Months Ended March 31, 2025

 

Total Investment Income

$

13,975

 

$

1,063

 

Net Expenses

 

11,203

 

 

1,088

 

Net Investment Income (Loss)

 

2,772

 

 

(25

)

Net Change in Unrealized Gains (Losses)

 

(9,341

)

 

(28

)

Net Realized Gains (Losses)

 

93

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

$

(6,476

)

$

(53

)

Investment Income

Investment income for the three months ended March 31, 2026 and March 31, 2025, was as follows:

 

 

For the Three Months Ended March 31, 2026

 

For the Three Months Ended March 31, 2025

 

Interest income

$

9,860

 

$

981

 

Paid-in-kind interest income

 

2,190

 

 

 

Dividend income

 

64

 

 

52

 

Paid-in-kind dividend income

 

1,548

 

 

 

Other income

 

313

 

 

30

 

Total Investment Income

$

13,975

 

$

1,063

 

 

Interest income, which includes amortization of upfront fees, increased from $981 for the three months ended March 31, 2025 to $9,860 for the three months ended March 31, 2026. The increase in interest income was primarily the result of growth in our investment portfolio. PIK interest income increased from $0 for the three months ended March 31, 2025 to $2,190 for the three months ended March 31, 2026, primarily due to new originations of investments with PIK provisions. For the three months ended March 31, 2026, 15.7% of our total investment income was comprised of PIK interest. Dividend income increased from $52 for the three months ended March 31, 2025 to $64 for the three months ended March 31, 2026 and was primarily due to a higher average balance invested in a money market fund for the three months ended March 31, 2026. Paid-in-kind dividend income increased from $0 for the three months ended March 31, 2025 to $1,548 for the three months ended March 31, 2026, driven by new originations of investments structured with PIK provisions. For the three months ended March 31, 2026, 11.1% of our total investment income was comprised of PIK dividends. Other income increased from $30 for the three months ended March 31, 2025 to $313 for the three months ended March 31, 2026, primarily due to unfunded commitment fees.

43


 

Expenses

Operating expenses for the three months ended March 31, 2026 and March 31, 2025, were as follows:

 

 

For the Three Months Ended March 31, 2026

 

For the Three Months Ended March 31, 2025

 

Interest expense

$

5,227

 

$

557

 

Administrative service expenses

 

606

 

 

846

 

Professional fees

 

633

 

 

552

 

Amortization of deferred offering costs

 

144

 

 

408

 

Other general and administrative expenses

 

410

 

 

208

 

Directors’ fees

 

89

 

 

86

 

Management fees

 

846

 

 

42

 

Incentive fees on net investment income

 

602

 

 

 

Incentive fees on net capital gains

 

(126

)

 

 

Total Expenses

$

8,431

 

$

2,699

 

Less: Expenses waived by Advisor

 

 

 

(762

)

Less: Expense Support

 

 

 

(1,313

)

Reimbursement of expense support

 

2,772

 

 

464

 

Net Expenses

$

11,203

 

$

1,088

 

 

Interest Expense

Interest expense increased from $557 for the three months ended March 31, 2025 to $5,227 for the three months ended March 31, 2026. The increase in interest expense was due to an increase in average debt outstanding from $23,383 for the three months ended March 31, 2025 to $338,710 for the three months ended March 31, 2026, resulting from the Company’s use of multiple Credit Facilities to fund increased investment activity.

Administrative Service Expenses

Administrative service expenses represent fees paid to the Administrator for our allocable portion of overhead, technology and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our executive officers and other non-investment professionals that perform duties for us. Refer to Note 3 to our consolidated financial statements for additional information regarding the Administration Agreement and the administrative fees thereunder. Administrative service expenses decreased from $846 for the three months ended March 31, 2025 to $606 for the three months ended March 31, 2026.

Professional Fees

Professional fees include legal, audit, tax, valuation and other professional fees incurred related to the management of the Company. Professional fees increased from $552 for the three months ended March 31, 2025 to $633 for the three months ended March 31, 2026, primarily as a result of higher legal and valuation fees.

Amortization of Deferred Offering Costs

Costs associated with the offering of shares of Common Stock and Preferred Stock are capitalized as deferred offering costs and included on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period. For the three months ended March 31, 2026 and March 31, 2025, the Company incurred $266 and $107 in offering costs, respectively. Amortization of deferred offering costs decreased from $408 for the three months ended March 31, 2025 to $144 for the three months ended March 31, 2026, primarily due to higher capitalized costs related to the commencement of operations that were fully amortized in the prior year.

Other General and Administrative Expenses

Other general and administrative expenses include insurance, research, sub-administrator, and other costs. Other general and administrative expenses increased from $208 for the three months ended March 31, 2025 to $410 for the three months ended March 31, 2026, primarily as a result of sub-administrator and investment research costs.

44


 

Compensation to the Advisor

We pay the Advisor investment advisory fees for its services under the Investment Advisory Agreement consisting of two components: a Management Fee and an Incentive Fee. The cost of both the Management Fee and the Incentive Fee is 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. 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.

 

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). See Note 3 to our consolidated financial statements for additional information regarding the Investment Advisory Agreement and the fee arrangement thereunder. Management Fees increased from $42 for the three months ended March 31, 2025 to $846 for the three months ended March 31, 2026 due to an increase in average assets from growth in our investment portfolio.

Incentive Fee

We pay the Advisor an Incentive Fee consisting 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 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. See Note 3 to our consolidated financial statements for additional information regarding the Investment Advisory Agreement and the fee arrangement thereunder.

For the three months ended March 31, 2026, Investment Income Incentive Fees were $602. For the three months ended March 31, 2025, the Company did not incur any Investment Income Incentive Fees.

For the three months ended March 31, 2026, $(126) of Capital Gains Incentive Fees were accrued, representing a reversal of previously accrued amounts due to increased unrealized losses during the period in excess of realized and unrealized gains. As of March 31, 2026, these accrued Capital Gains Incentive Fees are not contractually payable to the Advisor. For the three months ended March 31, 2025, the Company did not accrue any Capital Gains Incentive Fee as there were no net unrealized and realized gains as of such date.

Reimbursement of Expense Support

We may owe the Advisor a Reimbursement Payment, subject to certain conditions, in accordance with the Expense Support Agreement. For the three months ended March 31, 2026 and March 31, 2025, the Company recognized $2,772 and $464, respectively, of Reimbursement Payment obligations related to Expense Payments made by the Advisor in previous quarters.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. As a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain RIC status, we, among other things, intend to make the requisite distributions to our stockholders, which generally relieves us from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

For the three months ended March 31, 2026 and March 31, 2025, we did not accrue U.S. federal excise tax.

45


 

Net Unrealized and Realized Gains (Losses)

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. For the three months ended March 31, 2026, the net change in unrealized gains (losses) on investments was $(9,725), of which $(478) was attributable to changes in foreign exchange rates on investments and the remainder was primarily driven by a widening in credit spreads relative to the origination date. For the three months ended March 31, 2025, the net change in unrealized gains (losses) on investments was $(28) attributed to amortization of upfront fees and original issue discount.

For the three months ended March 31, 2026, we had net unrealized gains (losses) of $384 on foreign currency transactions, primarily as a result of translating our foreign currency borrowings and fluctuations in the EUR and CAD exchange rates. For the three months ended March 31, 2025, there were no unrealized gains (losses) on foreign currency transactions.

For the three months ended March 31, 2026 and March 31, 2025, there were no net realized gains (losses) on investments.

For the three months ended March 31, 2026, we had net realized gains (losses) of $93 on foreign currency transactions, primarily resulting from changes in exchange rates between the date funds were drawn and the date the related investments were funded. For the three months ended March 31, 2025, there were no realized gains (losses) on foreign currency transactions.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from (i) the net proceeds of the Private Offerings, (ii) cash flows from our operations, and (iii) proceeds from borrowings under our Credit Facilities. To the extent the Company determines that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, the Company may from time to time enter into one or more additional credit facilities including revolving credit facilities, increase the size of our existing Credit Facilities or issue additional senior securities. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, our asset coverage ratio is at least 150%. Any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors.

In addition, we may raise capital by securitizing certain of our investments, including through the formation of one or more collateralized loan obligations or warehouse facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity to purchasers on a non-recourse or limited recourse basis.

As of March 31, 2026 and December 31, 2025, the Company’s asset coverage ratios were 167.08% and 167.82%, respectively. We carefully consider our unfunded commitments for the purposes of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Our primary uses of cash are (i) investments in portfolio companies, (ii) payments of the Company’s expenses, (iii) debt service, repayment and other financing costs of our borrowings, and (iv) cash distributions to the Company’s Stockholders.

We believe that our current cash and cash equivalents on hand and our anticipated cash flows from operations will be adequate to meet our needs for our daily operations for at least the next twelve months. As of March 31, 2026, we had approximately $215,922 of availability on our Credit Facilities, subject to asset coverage and borrowing base limitations, and $704,474 in undrawn Capital Commitments.

As of March 31, 2026, we had $71,846 in cash and cash equivalents and restricted cash, an increase (decrease) of $(67,184) from December 31, 2025. Restricted cash represents principal and interest collections received that are held at ABL SPV-A, the use of which is restricted based on the terms of the Ally Loan Agreement (as defined below). During the three months ended March 31, 2026, cash used in operating activities was $205,977, primarily attributable to funding portfolio investments of $209,716. Cash provided by financing activities was $138,793 during the period, primarily due to borrowings on our Credit Facilities of $313,797, and proceeds from the issuance of Common Stock of $58,699, which were partially offset by Credit Facility paydowns of $231,300, payment of deferred financing costs of $706, and Common Stockholder distributions paid in cash of $1,697.

46


 

As of March 31, 2025, we had $67,546 in cash and cash equivalents, an increase (decrease) of $35,266 from December 31, 2024. During the three months ended March 31, 2025, cash used in operating activities was $51,039, primarily attributable to funding portfolio investments of $51,324. Cash provided by financing activities was $86,305 during the period, primarily due to borrowings on our Credit Facility of $70,200 and proceeds from the issuance of Common Stock of $40,000, which were partially offset by Credit Facility paydowns of $22,600, and payment of deferred financing costs of $1,295.

Net Assets

The following table summarizes the total shares of Common Stock issued and proceeds received related to the Company’s drawdowns of Capital Commitments delivered pursuant to the Subscription Agreements for the three months ended March 31, 2026:

 

Common Stock Issuance Date

 

Shares of Common Stock Issued

 

 

Aggregate Proceeds

 

March 20, 2026

 

 

2,400,794

 

 

$

58,699

 

Total

 

 

2,400,794

 

 

$

58,699

 

During the three months ended March 31, 2026, we issued 85,152 shares of Common Stock to Common Stockholders who have not opted out of our distribution reinvestment plan, with a value of $2,149.

The following table summarizes the total shares of Common Stock issued and proceeds received related to the Company’s drawdowns of Capital Commitments delivered pursuant to the Subscription Agreements for the three months ended March 31, 2025:

 

Common Stock Issuance Date

 

Shares of Common Stock Issued

 

 

Aggregate Proceeds

 

March 26, 2025

 

 

1,614,205

 

 

$

40,000

 

Total

 

 

1,614,205

 

 

$

40,000

 

 

As of March 31, 2026 and December 31, 2025, the Company had received Capital Commitments totaling $1,000,046 and $729,030, respectively ($704,474 and $492,157 remaining undrawn, respectively), of which $269,845 and $269,745, respectively ($182,164 and $182,090 remaining undrawn, respectively), are from affiliates of the Advisor.

On September 26, 2024, the Company completed a private offering of its Preferred Stock to unaffiliated individual investors who are “accredited investors” as defined in Regulation D of the 1933 Act. Pursuant to this private offering we issued and sold 515 shares of Preferred Stock for an aggregate purchase price of $1,545. We may in the future issue additional series of preferred stock, though we have no intention to do so. The holders of the Preferred Stock are subject to certain dividend, voting, liquidation and other rights that are more fully described in Note 8 to our consolidated financial statements.

There were no Preferred Stock issuances during the three months ended March 31, 2026 and March 31, 2025.

Distributions

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify each taxable year for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income (if any) for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our stockholders, which generally relieve us from corporate-level U.S. federal income taxes. During the three months ended March 31, 2026, $1,908 of Common Stock distributions were declared and paid to Common Stockholders by the Company. During the three months ended March 31, 2026, the Company also paid $1,937 to Common Stockholders for distributions declared on December 24, 2025. During the three months ended March 31, 2025, no distributions had been declared or paid by the Company to Common Stockholders. For both the three months ended March 31, 2026 and March 31, 2025, $46 of Preferred Dividends were earned but not declared or paid by the Company.

Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year distributions from such income, we will accrue excise tax on estimated excess taxable income.

47


 

Borrowings

The following tables show the Company’s outstanding debt as of March 31, 2026 and December 31, 2025:

 

 

 

March 31, 2026

 

 

 

Aggregate
Principal
Amount
Committed

 

 

Outstanding
Principal

 

 

Carrying Value

 

 

Amount
Available
(1)

 

Credit Facility

 

$

250,000

 

 

$

218,078

 

 

$

218,078

 

 

$

31,922

 

ABL Credit Facility

 

 

400,000

 

 

 

216,000

 

 

 

216,000

 

 

 

184,000

 

Total Debt

 

$

650,000

 

 

$

434,078

 

 

$

434,078

 

 

$

215,922

 

 

(1)
The amount available may be subject to limitations related to the borrowing base under the Credit Facility, the ABL Credit Facility and asset coverage requirements.

 

 

 

December 31, 2025

 

 

 

Aggregate
Principal
Amount
Committed

 

 

Outstanding
Principal

 

 

Carrying Value

 

 

Amount
Available
(1)

 

Credit Facility

 

$

250,000

 

 

$

181,968

 

 

$

181,968

 

 

$

68,032

 

ABL Credit Facility

 

 

300,000

 

 

 

170,000

 

 

 

170,000

 

 

 

130,000

 

Total Debt

 

$

550,000

 

 

$

351,968

 

 

$

351,968

 

 

$

198,032

 

 

(1)
The amount available may be subject to limitations related to the borrowing base under the Credit Facility, the ABL Credit Facility and asset coverage requirements.

Senior Secured Revolving Credit Facility

On January 16, 2025, the Company entered into a revolving credit agreement (as amended, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), by and between the Company, as initial borrower, U.S. Bank National Association (“U.S. Bank”) as administrative agent, lead arranger, letter of credit issuer and the lenders party thereto from time to time (each a “Lender”). Capitalized terms used herein but not defined will have the meanings ascribed thereto in the Revolving Credit Agreement.

Pursuant to Section 2.15 of the Revolving Credit Agreement (“Section 2.15”), an increase was effective on June 27, 2025 for the revolving credit facility (the “Credit Facility” and, such increase, the “First Committed Accordion Exercise”). The Credit Facility and ABL Credit Facility (as defined below) are referred to collectively as the “Credit Facilities.” Pursuant to the First Committed Accordion Exercise, the aggregate Credit Facility commitments pursuant to the Revolving Credit Agreement increased from $150.0 million to $215.0 million. Pursuant to Section 2.15, an increase was effective on September 8, 2025 for the Credit Facility (the “Second Committed Accordion Exercise”). Pursuant to the Second Committed Accordion Exercise, the aggregate Credit Facility commitments pursuant to the Revolving Credit Agreement increased from $215.0 million to $250.0 million, (the “Maximum Principal Amount”), of which $50.0 million is available for standby letters of credit. The Maximum Principal Amount is subject to availability under the borrowing base, which is based on unfunded capital commitments by eligible investors, and the reserve, if any, for borrowings denominated in non-U.S. dollars. Subject to compliance with the terms and conditions of the Revolving Credit Agreement, the Company may request an increase of the maximum principal amount of the Credit Facility up to $1 billion, which request is subject to the discretionary consent of the administrative agent and to the commitment to provide such increase by U.S. Bank or any other new or existing lenders.

On December 19, 2025, the Company entered into a second amendment to its revolving credit agreement (the “Second Amendment”). The Second Amendment, among other things, added a newly formed feeder fund, 5C Lending Partners Structured Feeder LP, a Delaware limited partnership (the “New Pledgor”) as a credit party under the Revolving Credit Agreement, and provides that the commitments to the New Pledgor will be included in the borrowing base under the Revolving Credit Agreement. In connection with the Second Amendment, the New Pledgor entered into certain security documents pledging to the administrative agent customary subscription facility collateral.

48


 

Borrowings under the Credit Facility bear interest, at a rate per annum equal to (i) in the case of loans denominated in U.S. dollars, at the Company’s option (a) the daily simple SOFR plus 2.30%, (b) the Adjusted Term SOFR for the applicable interest period plus 2.30% or (c) 1.30% plus the greatest of (1) U.S. Bank’s prime rate, (2) the federal funds rate plus 0.50% and (3) the daily simple SOFR plus 1.00%; (ii) in the case of loans denominated in Euros, Yen, Australian dollars or other alternative currencies (other than sterling, Canadian dollars or Swiss francs), the Eurocurrency Rate for the applicable interest period plus 2.30%; (iii) in the case of loans denominated in sterling, SONIA plus 2.30%; (iv) in the case of loans denominated in Swiss francs, SARON plus 2.30%; or (v) in the case of loans denominated in Canadian dollars, at the Company’s option (a) the adjusted CORRA plus 2.30% or (b) the adjusted Term CORRA for the applicable interest period plus 2.30%. Term SOFR Loans are subject to a credit spread adjustment ranging from 0.00% to 0.25% and CORRA loans are subject to a credit spread adjustment of 0.29547%, subject to certain conditions. The Company also will pay to U.S. Bank an unused commitment fee, payable quarterly in arrears, equal to (a) 0.30% per annum on the unused portion of the lenders’ commitments under the Credit Facility when such unused portion is greater than 50% of the maximum commitment; or (b) 0.25% per annum on the unused portion of the lenders’ commitments under the Credit Facility when such unused portion is equal to or less than 50% of the maximum commitment, in either case calculated daily and on the basis of actual days elapsed in a year consisting of 360 days.

The Credit Facility will mature upon the earliest of (i) January 14, 2028 (the “Stated Maturity Date”), (ii) the date upon which the administrative agent declares the obligations under the Credit Facility due and payable after the occurrence of an event of default, (iii) forty-five (45) days prior to the termination of the organizational documents of the Company, (iv) forty-five (45) days prior to the date on which the Company’s ability to call capital commitments for purposes of repaying the obligations under the Credit Facility is terminated, and (v) the date the Company terminates the commitments pursuant to the Credit Facility. At the Company’s option, the Stated Maturity Date may be extended for one term up to 364 days, subject to the satisfaction of customary conditions. The Company’s obligations under the Revolving Credit Agreement are secured by the Company’s rights, titles, interests and privileges in and to the capital commitments of the Company’s investors, including the Company’s right to make capital calls, receive and enforce capital contributions, exercise any remedies and claims related thereto together with all proceeds and related rights of any and all of the foregoing and a pledge of the collateral account into which the capital call proceeds are deposited. The Revolving Credit Agreement contains customary representations and warranties and covenants and events of default (with customary notice and cure provisions). Borrowings under the Revolving Credit Agreement are subject to the asset coverage requirements contained in the 1940 Act.

On January 30, 2026, the Company entered into a third amendment to its Revolving Credit Agreement (the “Third Amendment”). The Third Amendment, among other things, (i) extends the Stated Maturity Date from January 15, 2027 to January 14, 2028, (ii) provides that 80% of the aggregate unfunded capital commitments of certain investors will be included in calculations of the borrowing base under the Revolving Credit Agreement once at such times the Company has called and received at least 40% of the aggregate capital commitments of all investors, (iii) reduced the Applicable Margin (as defined therein) (A) in the case of RFR Loans, from 2.30% to 1.85%, (B) in the case of Eurocurrency Rate Loans, from 2.30% to 1.85%, (C) in the case of Reference Rate Loans, from 1.30% to 0.85% (each such loan as defined therein) and (D) in the case of Letter of Credit (as defined therein) fees, from 2.30% to 1.85%, (iv) reduced the unused commitment fee to 0.25% per annum on the unused portion of the lenders commitments when such unused portion is greater than fifty percent (50%) of the Credit Facilitys maximum commitment and (v) amends certain investor concentration limits, and waives the applicability of certain investor concentration limits until June 30, 2026.

As of March 31, 2026, the Company was in compliance with the terms of the Credit Facility.

Repurchase Obligations

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements with Macquarie Bank Limited (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (each such repurchase agreement, a “Macquarie Transaction”).

In accordance with ASC Topic 860, these Macquarie Transactions meet the criteria for secured borrowings. Accordingly, the investments financed by the Macquarie Transactions remain on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to Macquarie (the “Repurchase Obligations”). The Repurchase Obligations are secured by the respective investments that are the subject of the repurchase agreements.

As of March 31, 2026, the Company had no outstanding Repurchase Obligations.

49


 

Ally ABL Credit Facility

On November 6, 2025, the Company, as transferor, entered into the Loan, Security and Collateral Management among the Advisor, as collateral manager (in such capacity, the “Collateral Manager”), ABL SPV-A, as borrower (in such capacity, the “Borrower”), the lenders party thereto, Ally Bank, as administrative agent, and U.S. Bank Trust Company, National Association, as collateral custodian, swingline lender and arranger (the “Ally Loan Agreement”). The Ally Loan Agreement provides for a revolving credit facility (the “ABL Credit Facility”) under which the lenders agreed to extend credit to the Borrower in a total amount of up to $300.0 million the proceeds of which may be used, among other things, to acquire eligible loans and to make distributions to the Company. The Collateral Manager will act as collateral manager of the Borrower and manage the Collateral. On February 4, 2026, the commitments under the facility automatically increased to an amount equal to $400.0 million. Borrowings under the ABL Credit Facility will bear interest at a rate per annum equal to a benchmark rate, plus 1.75% per annum. The benchmark rate is SOFR based on, at the Borrower’s option, daily SOFR, 1 month term SOFR and 3 month term SOFR. Unused commitments under the ABL Credit Facility are subject to a non-usage fee ranging from 0.50% to 0.75% per annum depending on usage levels. The lenders’ commitments to make advances under the ABL Credit Facility will expire on November 6, 2028 and the scheduled final maturity date of the ABL Credit Facility is November 6, 2030. In connection with the Ally Loan Agreement, the Company, as seller, and the Borrower, as buyer, entered into a sale and contribution agreement pursuant to which the Company will transfer to the Borrower certain originated or acquired loans and related assets from time to time. The Company also pledged its equity interests in the Company as collateral. The ABL Credit Facility is secured by all of the assets of the Borrower and the Company’s equity interests in the Borrower. The Company and the Borrower have each made customary representations and warranties and are required to comply with customary covenants and other requirements for similar facilities. The Ally Loan Agreement includes usual and customary events of default for facilities of this nature.

As of March 31, 2026, the Company was in compliance with the terms of the ABL Credit Facility.

Contractual Obligations

The following table is a summary of contractual principal payment obligations under our Credit Facility and ABL Credit Facility as of March 31, 2026:

 

 

Payments Due by Period

 

 

Total

 

Less than 1 year

 

 

1-3 years

 

 

3-5 years

 

 

After 5 years

 

Credit Facility

$

218,078

 

$

 

 

$

218,078

 

 

$

 

 

$

 

ABL Credit Facility

 

216,000

 

 

 

 

 

 

 

 

216,000

 

 

 

 

Total Contractual Obligations

$

434,078

 

$

 

 

$

218,078

 

 

$

216,000

 

 

$

 

 

In addition to the contractual principal payment obligations in the table above, we also have commitments to fund investments.

Capital Commitments and Subscription Agreements

The Company has conducted and from time to time may conduct Private Offerings 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 to purchase shares of the Common Stock pursuant to Subscription Agreements entered into with the Company. 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, which will be issued based on the Company’s anticipated investment activities and capital needs, in an aggregate amount not to exceed each investor’s respective Capital Commitment. Stockholders will be released from any further obligation to purchase additional shares at the earlier of (i) a Liquidity Event and (ii) three years following the Initial Closing, subject to certain conditions.

If a Stockholder fails to fund their commitment obligations or to make required contributions when due, the Company’s ability to complete its investment program or otherwise continue operations may be substantially impaired. Additionally, there may be significant adverse consequences for the Stockholder. In addition to losing its right to participate in future drawdowns, a defaulting Stockholder may be forced to transfer its shares of Common Stock to a third party for a price that is less than the net asset value of such shares of Common Stock.

The Company may, in the Company’s sole discretion, permit one or more investors to make Subsequent Commitments after the date the first Subscription Agreements are accepted by the Company. Additional Stockholders will be required to make Catch-Up Purchases on a date (or dates) to be determined by the Company.

50


 

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of March 31, 2026 and December 31, 2025, management was not aware of any pending or threatened litigation.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments in the form of revolver or delayed draw term loan commitments, which require the Company to provide funding during a specified commitment period when requested by portfolio companies in accordance with underlying loan agreements.

As of March 31, 2026 and December 31, 2025, the Company had the following unfunded commitments:

 

 

 

 

 

 

 

Unfunded Commitment Balance

 

Investment

 

Commitment Type

 

Commitment Expiration Date

 

March 31, 2026

 

 

December 31, 2025

 

AAH Topco., LLC (dba Alliance Animal Health)

 

First Lien Delayed Draw Term Loan

 

3/2027

 

$

9,364

 

 

$

12,493

 

AGS Health BCP Holdings, Inc.

 

First Lien Delayed Draw Term Loan

 

8/2027

 

 

4,545

 

 

 

4,545

 

AGS Health BCP Holdings, Inc.

 

First Lien Revolver

 

8/2032

 

 

1,591

 

 

 

1,591

 

AGS Health BCP LLC

 

First Lien Delayed Draw Term Loan

 

8/2027

 

 

2,500

 

 

 

2,500

 

AGS Health BCP LLC

 

First Lien Revolver

 

8/2032

 

 

909

 

 

 

909

 

Aryeh Bidco Investment Ltd. (dba Dentalcorp)

 

First Lien Delayed Draw Term Loan

 

1/2028

 

 

6,681

 

 

 

 

Aryeh Bidco Investment Ltd. (dba Dentalcorp)

 

First Lien Revolver

 

1/2033

 

 

5,568

 

 

 

 

Blue River PetCare, LLC

 

First Lien Delayed Draw Term Loan

 

2/2028

 

 

25,384

 

 

 

 

Blue River PetCare, LLC

 

First Lien Revolver

 

8/2029

 

 

4,154

 

 

 

 

Endor Purchaser, Inc. (dba CompTIA)

 

First Lien Delayed Draw Term Loan

 

1/2028

 

 

5,833

 

 

 

5,833

 

Endor Purchaser, Inc. (dba CompTIA)

 

First Lien Revolver

 

1/2032

 

 

2,917

 

 

 

2,917

 

Fetch, Inc.

 

First Lien Delayed Draw Term Loan

 

10/2028

 

 

10,000

 

 

 

 

Fetch, Inc.

 

First Lien Revolver

 

3/2033

 

 

6,000

 

 

 

 

Flexera Software LLC

 

First Lien Revolver

 

8/2032

 

 

1,617

 

 

 

1,617

 

Foundation Risk Partners, Corp.

 

First Lien Delayed Draw Term Loan

 

2/2027

 

 

7,500

 

 

 

10,417

 

FYi Eye Care Services and Products Inc. & FYi USA Inc.

 

First Lien Delayed Draw Term Loan

 

11/2027

 

 

4,570

 

 

 

4,634

 

Glow Intermediate Holdings II, LLC (dba Gallo Mechanical)

 

First Lien Delayed Draw Term Loan

 

8/2027

 

 

4,211

 

 

 

4,211

 

Glow Intermediate Holdings II, LLC (dba Gallo Mechanical)

 

First Lien Revolver

 

8/2032

 

 

5,474

 

 

 

5,474

 

High Street Buyer, Inc. (dba Highstreet Insurance)

 

First Lien Delayed Draw Term Loan

 

7/2027

 

 

12,742

 

 

 

13,497

 

Koala Investment Holdings, Inc. (dba Keystone Agency)

 

First Lien Delayed Draw Term Loan

 

2/2028

 

 

3,770

 

 

 

3,770

 

Koala Investment Holdings, Inc. (dba Keystone Agency)

 

First Lien Revolver

 

8/2032

 

 

1,676

 

 

 

1,676

 

Mindbody, Inc. (dba Playlist)

 

First Lien Revolver

 

3/2033

 

 

4,444

 

 

 

 

Navex Global Holdings Corporation

 

First Lien Delayed Draw Term Loan

 

10/2027

 

 

15,250

 

 

 

15,250

 

Navex Global Holdings Corporation

 

First Lien Revolver

 

10/2031

 

 

700

 

 

 

700

 

Premier Care Dental Management, LLC (dba Dental365)

 

First Lien Delayed Draw Term Loan

 

7/2027

 

 

5,504

 

 

 

10,624

 

Titan BW Borrower L.P. (dba Triumph)

 

First Lien Delayed Draw Term Loan

 

7/2027

 

 

715

 

 

 

1,786

 

Titan BW Borrower L.P. (dba Triumph)

 

First Lien Revolver

 

7/2032

 

 

3,573

 

 

 

3,573

 

Vacation Rental Brands, LLC (dba Awayday)

 

First Lien Delayed Draw Term Loan

 

5/2027

 

 

 

 

 

1,372

 

Vacation Rental Brands, LLC (dba Awayday)

 

First Lien Revolver

 

5/2031

 

 

4,255

 

 

 

4,255

 

Vamos Bidco, Inc. (dba Vermont Information Processing)

 

First Lien Delayed Draw Term Loan

 

1/2027

 

 

10,811

 

 

 

10,811

 

Vamos Bidco, Inc.(dba Vermont Information Processing)

 

First Lien Revolver

 

1/2032

 

 

3,243

 

 

 

3,243

 

World Insurance Associates, LLC

 

First Lien Delayed Draw Term Loan

 

8/2026

 

 

7,792

 

 

 

8,768

 

World Insurance Associates, LLC

 

First Lien Revolver

 

4/2030

 

 

1,000

 

 

 

1,000

 

Total Unfunded Commitments

 

 

 

 

 

$

184,293

 

 

$

137,466

 

As of March 31, 2026 and December 31, 2025, the Company believed that it had adequate financial resources to satisfy its unfunded commitments.

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

the Investment Advisory Agreement;
the Administration Agreement;
the Expense Support Agreement;

51


 

the License Agreement; and
the Expense Limitation Agreement.

In addition to the aforementioned agreements, we were 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.

Recent Developments

Distributions

On May 5, 2026, the Board of Directors of the Company declared a cash distribution of $0.23 per share of the Company’s Common Stock. The distribution is payable on May 20, 2026, to the holders of record of the Company’s Common Stock as of the close of business on May 13, 2026. Distributions will be paid in cash or reinvested in shares of Common Stock for Common Stockholders participating in the Company’s distribution reinvestment plan.

Investment Operations

As of May 6, 2026, the Company’s investment portfolio totaled $888.4 million across 25 portfolio companies, comprised of loan commitments of $830.6 million in aggregate principal amount, of which $638.8 million was funded and $191.8 million was unfunded, and a preferred equity investment of $57.8 million.

Recent Transactions

Radwell International - Radwell Parent, LLC

On April 7, 2026, the Company closed on the extension and upsize of a first lien credit facility for Radwell International (“Radwell”) with loan commitments of $45.0 million in aggregate principal amount. Radwell is a leading distributor of new, surplus, and reconditioned industrial automation and electronic control components for plant floor and facilities maintenance machinery.

Critical Accounting Policies

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as described in “Item 1A. Risk Factors” in our Annual Report.

Investments at Fair Value

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.

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.

52


 

We apply 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, we consider our 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.

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 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. To the extent a debt investment contains PIK provisions, PIK interest is accrued and recorded as interest income at the contractual rates. 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.

53


 

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. To the extent a preferred equity investment contains PIK provisions, PIK dividends, computed at the contractual rate specified in each applicable agreement, are accrued and recorded as dividend income and added to the principal balance of the preferred equity investment on the respective dividend payment dates rather than being paid in cash. PIK dividends added to the principal balance are generally due at certain trigger dates or collected upon redemption of the equity. Dividend income earned from money market funds is recorded on an accrual basis.

Income Taxes

We have elected to be treated as a BDC under the 1940 Act. We have elected to be treated, and intend to qualify each year as a RIC. As a RIC, we generally will not have to pay corporate-level U.S. federal or state income taxes on any ordinary income or capital gains that the Company distributes to the stockholders as dividends. Additionally, as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In order to maintain and obtain RIC status and tax benefits, the Company must distribute to the Company’s stockholders, for each taxable year, at least 90% of the Company’s “investment company taxable income,” which is generally the Company’s ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses.

54


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is subject to financial market risks, including risks related to changes in valuation, interest rates, and foreign currencies. Because we borrow money to make investments, our net investment income will depend in part upon the difference between the rate at which we borrow funds and the rate at which we invest these funds as well as our level of leverage. As a result, there can be no assurance that a significant change in market interest rates for our borrowed funds or investments will not have a material adverse effect on the Company’s net investment income or net assets.

Valuation Risk

We have invested and plan to continue to primarily invest in illiquid debt and, to a lesser extent, equity of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments and to declines in the value of any fixed rate investments. A prolonged reduction in interest rates could reduce our gross investment income and could result in a decrease in our net investment income if such decreases in interest rates are not offset by a corresponding increase in the spread over the specified reference rate that we earn on any portfolio investments, a decrease in our operating expenses or a decrease in the interest rate of our floating interest rate liabilities.

As of March 31, 2026, 87.4% of our debt investments based on fair value (excluding unfunded debt investments) were at floating rates, with 91.9% of these investments subject to interest rate floors. The Credit Facility and ABL Credit Facility also bear interest at a floating rate.

The following table shows the effect over a twelve-month period of hypothetical base rate changes in interest rates on our interest income, interest expense and net investment income, assuming no changes in the composition of our investment portfolio, including the accrual status of our investments, money market fund balance and yield, and our financing arrangements in effect as of March 31, 2026 (considering interest rate floors for floating rate instruments):

 

Basis Point Change in Interest Rates ($ in thousands)

 

Increase (Decrease) in Interest Income

 

 

Increase (Decrease) in Interest Expense

 

 

Increase (Decrease) in Net Investment Income

 

Up 300 basis points

 

 $

 

18,249

 

 

 $

 

13,022

 

 

 $

 

5,227

 

Up 250 basis points

 

 

 

15,208

 

 

 

 

10,852

 

 

 

 

4,356

 

Up 200 basis points

 

 

 

12,166

 

 

 

 

8,682

 

 

 

 

3,484

 

Up 150 basis points

 

 

 

9,125

 

 

 

 

6,511

 

 

 

 

2,614

 

Up 100 basis points

 

 

 

6,083

 

 

 

 

4,341

 

 

 

 

1,742

 

Up 50 basis points

 

 

 

3,042

 

 

 

 

2,170

 

 

 

 

872

 

Down 50 basis points

 

 

 

(3,042

)

 

 

 

(2,170

)

 

 

 

(872

)

Down 100 basis points

 

 

 

(6,083

)

 

 

 

(4,341

)

 

 

 

(1,742

)

Down 150 basis points

 

 

 

(9,087

)

 

 

 

(6,511

)

 

 

 

(2,576

)

Down 200 basis points

 

 

 

(11,818

)

 

 

 

(8,678

)

 

 

 

(3,140

)

Down 250 basis points

 

 

 

(14,523

)

 

 

 

(10,759

)

 

 

 

(3,764

)

Down 300 basis points

 

 

 

(16,758

)

 

 

 

(12,596

)

 

 

 

(4,162

)

 

Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of assets in our portfolio and other business developments that could affect our net income. Accordingly, there can be no assurance that actual results would not differ materially from the analysis above.

55


 

If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. As of March 31, 2026 and during the three months then ended, we did not engage in interest rate hedging activities.

Foreign Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may hedge against interest rate and foreign currency fluctuations by using standard hedging instruments such as, but not limited to, futures, options and forward contracts or a credit facility subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates and foreign currencies, such activities may also limit our ability to participate in the benefits of changes in interest rates or exchange rates with respect to the portion of the Company’s portfolio of investments, if any, with fixed interest rates or denominated in foreign currencies. We may borrow in local foreign currencies under the Credit Facilities to finance such investments. As of March 31, 2026, under the Credit Facility, we had U.S. dollar borrowings of $151.4 million at an interest rate of 5.48%, borrowings denominated in Euro of 6.4 million ($7.4 million in U.S. dollars) at an interest rate of 3.80% and borrowings denominated in Canadian dollars of 82.5 million ($59.3 million in U.S. dollars) at a weighted average interest rate of 4.26%.

56


 

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, our management carried out an evaluation, under the supervision and with the participation of our Co-Presidents and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on that evaluation, our Co-Presidents and Chief Financial Officer have concluded that as of the end of the period covered by this Report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded and reported (i) within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is accumulated and communicated to us, including our Co-Presidents and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

57


 

PART II. OTHER INFORMATION

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. We may be a party to certain lawsuits in the normal course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. Furthermore, third parties may try to seek to impose liability on us in connection with our activities or the activities of our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors.

Investing in our Common Stock involves a high degree of risk. For a detailed discussion of the risks that affect our business, please refer to the section entitled “Item 1A. Risk Factors.” in our Annual Report. There have been no material changes to our risk factors as previously disclosed in our Annual Report. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business, financial condition and/or operating results. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Dividend

On May 5, 2026, the Board of Directors of the Company declared a cash distribution of $0.23 per share of the Company’s Common Stock. The distribution is payable on May 20, 2026, to the holders of record of the Company’s Common Stock as of the close of business on May 13, 2026. Distributions will be paid in cash or reinvested in shares of Common Stock for Common Stockholders participating in the Company’s distribution reinvestment plan.

Rule 10b5-1 Trading Plans

During the three months ended March 31, 2026, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. The Company has adopted an insider trading policy governing the purchase, sale and disposition of the Company’s securities by directors and executive officers of the Company that is reasonably designed to promote compliance with insider trading laws, rules and regulations.

58


 

Expense Limitation Agreement

On May 5, 2026, the Company entered into an agreement with the Advisor (the “Expense Limitation Agreement”), which replaced the Expense Support Agreement. The Expense Limitation Agreement limits certain of the Company’s Operating Expenses (as defined below) to no more than 0.25% of the Company’s average quarterly Gross Assets (as defined below) for such quarter. Accordingly, the Advisor has agreed to reimburse the Company for certain Operating Expenses on a quarterly basis, beginning with the quarter that commenced on April 1, 2026 (any such payment made by the Advisor, an “Expense Payment”), and the Company has agreed to later repay such amounts (any such payment by the Company, a “Reimbursement Payment”), pursuant to the terms of the Expense Limitation Agreement. In addition, the Advisor may reimburse the Company for, or pay on its behalf, any additional percentage of the Company’s average quarterly Gross Assets, only to the extent deemed appropriate in the sole discretion of the Advisor. The actual amount of Operating Expenses incurred by the Company in any applicable quarter after deducting any Expense Payment (but not below zero), as a percentage of the Company’s average quarterly Gross Assets, is referred to as the “Percentage Limit.” For the purposes of the Expense Limitation Agreement, “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, excluding Management Fees and Incentive Fees, financing fees and costs, interest expense, taxes, litigation expenses, underwriter costs and expenses, reimbursements due to the Advisor under the Expense Support Agreement and the Expense Limitation Agreement, and extraordinary or non-routine expenses not incurred in the ordinary course of the Company’s business. In addition, for purposes of the Expense Limitation Agreement, “Gross Assets” means, as of any date of determination, the greater of (x) the actual gross assets of the Company or (y) $2.0 billion plus 1.25x assumed leverage ($4.5 billion in the aggregate).

Any Expense Payment made by the Advisor pursuant to the Expense Limitation Agreement will be subject to conditional reimbursement by the Company on a quarterly basis within the three years of the last calendar day of the calendar quarter in which the Expense Payment was made, provided that, the Operating Expenses (less any fees or expenses waived or reimbursed by the Advisor) for the applicable quarter, expressed as a percentage of the Company’s average Gross Assets during such quarter, is equal to or less than the Percentage Limit that was in effect at the time when the applicable Expense Payment was made. Any such payments required to be made by the Company pursuant to the Expense Limitation Agreement are referred to as “Reimbursement Payments.” The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable quarter, except to the extent the Advisor has waived its right to receive such payment for such quarter. The Reimbursement Payment for any quarter shall be paid by the Company to the Advisor in any combination of cash or other immediately available funds as promptly as possible following the applicable quarter and in no event later than 90 days after the end of such quarter. In addition, all Reimbursement Payments under the Expense Limitation Agreement shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Advisor to, or on behalf of, the Company within three years prior to the last business day of the applicable quarter in which such Reimbursement Payment obligation is accrued.

All existing expenses of the Company incurred up to March 31, 2026 and the Company’s existing obligations to make Expense Payments or Reimbursement Payments in connection therewith shall be governed by the terms of the Expense Support Agreement, and all expenses of the Company incurred on or after April 1, 2026, and thereafter, shall be governed by the terms of the Expense Limitation Agreement.

The Company or the Advisor may terminate the Expense Limitation Agreement at any time, without penalty, with or without notice. The Expense Limitation Agreement will automatically terminate in the event (a) of the termination by the Company of the Investment Advisory Agreement, (b) the Board of Directors makes a determination to dissolve or liquidate the Company, or (c) the Company consummates an Exchange Listing or a sale of all or substantially all of the Company’s assets to, or a merger or other liquidity transaction with, an entity in which the Company’s Stockholders receive shares of a publicly traded company that continues to be managed by the Advisor or an affiliate thereof. Upon termination of the Expense Limitation Agreement, the Company will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Limitation Agreement, that have not been reimbursed by the Company to the Advisor

The foregoing description is only a summary of certain provisions of the Expense Limitation Agreement and is qualified in its entirety by reference to a copy of the Expense Limitation Agreement, which is filed as Exhibit 10.2 to this Report and incorporated by reference herein.

59


 

Item 6. Exhibits.

 

Exhibit Number

Description of Exhibits

3.1

Articles of Amendment and Restatement (1)

3.2

Articles Supplementary to the Charter of 5C Lending Partners Corp. (2)

3.3

Amended and Restated Bylaws (1)

10.1

Third Amendment to the Revolving Credit Agreement, dated as of January 30, 2026, by and among 5C Lending Partners Corp., as initial borrower, and U.S. Bank National Association, as administrative agent, letter of credit issuer and lender (3)

10.2*

Expense Limitation and Conditional Reimbursement Agreement, dated as of May 5, 2026, by and between, 5C Lending Partners Corp. and 5C Lending Partners Advisor LLC

31.1*

Certification of Co-Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Co-Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3*

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

Certification of Co-Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH*

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104*

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

 

(1)
Previously filed as an exhibit to the Registrant’s registration statement on Form 10 (File No. 000-56665) filed on July 1, 2024, and incorporated by reference herein.
(2)
Previously filed as an exhibit to the Registrant’s current report on Form 8-K filed on September 27, 2024 and incorporated by reference herein.
(3)
Previously filed as an exhibit to the Registrant’s current report on Form 8-K filed on February 2, 2026 and incorporated by reference herein.

 

* Filed herewith.

** Furnished herewith.

60


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

5C LENDING PARTNERS CORP.

 

 

 

 

Date: May 6, 2026

/s/ Thomas Connolly

 

Name:

Thomas Connolly

 

Title:

Co-President

 

 

 

Date: May 6, 2026

/s/ Michael Koester

 

Name:

Michael Koester

 

Title:

Co-President

 

 

 

Date: May 6, 2026

/s/ Jason Roos

 

Name:

Jason Roos

 

Title:

Chief Financial Officer, Treasurer and Secretary

 

 

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