Stellus Capital Investment Corp 8-K

What Happened
On February 5, 2026, Stellus Capital Management, LLC — the external investment adviser to Stellus Capital Investment Corp — announced it entered a definitive agreement for acquisition by P10 Intermediate Holdings, LLC (an affiliate of P10, Inc.). The transaction will result in a change of control of Stellus Capital Management. Stellus Capital Management said its current partners will continue to manage day‑to‑day operations, including investment decisions and the investment committee process, and it will continue to serve as the Company’s external adviser.

Key Details

• Announcement date: February 5, 2026.
• Buyer: P10 Intermediate Holdings, LLC (affiliate of P10, Inc.).
• Effect on advisory relationship: Change of control will cause assignment under the Investment Company Act of 1940 and termination of the current investment advisory agreement upon closing.
• Next steps: The Company’s Board and stockholders will be asked to approve a new investment advisory agreement; terms are expected to remain the same except for the agreement’s initial term.
• Timing: Closing expected mid‑2026, subject to customary closing conditions.
• Supplementary material: Press release attached as Exhibit 99.1 to the Form 8‑K.

Why It Matters
For investors, the filing signals an ownership change at the firm that advises the Company. The current advisory agreement will terminate upon closing and stockholders must approve a replacement agreement for the adviser to continue — although the adviser states its investment team and decision processes will remain in place and the new agreement’s economic terms are expected to stay the same. The timing (mid‑2026) and shareholder vote are material events to monitor for continuity of management and formal contractual status of the adviser relationship.