Private Placement (Form 8-K)

On December 17, 2025, 5C Lending Partners Corp. (the "Company") issued and sold approximately 1,585,414 shares of common stock, par value $0.001 per share (the "Common Stock") resulting in gross proceeds of approximately $40,000,000.

The sale of Common Stock was made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten calendar days' prior notice to investors. As of the date hereof, the Company has issued a total of 9,473,155 shares of Common Stock for aggregate consideration of $236,872,785 pursuant to such drawdowns of investors' capital commitments.

The offer and sale of the Common Stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation S or Regulation D promulgated thereunder.

As of the date hereof, the Company has an aggregate of 9,498,642 shares of Common Stock outstanding, which amount includes shares issued pursuant to the Company's distribution reinvestment program.