Stellus Private Credit BDC 8-K

What Happened
On February 5, 2026, Stellus Private Credit BDC filed an 8‑K reporting that Stellus Capital Management, LLC—the majority owner of the Company’s external adviser (Stellus Private BDC Advisor, LLC)—has entered into a definitive agreement for acquisition by P10 Intermediate Holdings, LLC, an affiliate of P10, Inc. The current partners of Stellus Capital Management will continue to manage the Adviser’s day‑to‑day operations, including investment decisions and investment committee processes. The transaction will constitute a change of control of Stellus Capital Management and the Adviser and is expected to close in mid‑2026, subject to customary closing conditions.

Key Details

• Date filed: February 5, 2026.
• Buyer: P10 Intermediate Holdings, LLC (affiliate of P10, Inc.).
• Effect on advisory agreement: Change of control triggers an assignment under the Investment Company Act, causing the current investment advisory agreement to terminate on consummation.
• Next steps: The Company’s Board of Trustees and shareholders will be asked to approve a new investment advisory agreement expected to retain the same terms as the current agreement except for its initial term.

Why It Matters
For investors, the filing signals an ownership change at the top of the adviser that manages the BDC’s portfolio. The Adviser is expected to continue managing investments without interruption, but the transaction legally terminates the existing advisory agreement and requires trustee and shareholder approval of a new agreement. Investors should watch for further disclosures (timing of closing, shareholder meeting details, and any changes to advisory terms) that could affect governance and the adviser relationship.