UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to ~~section~~Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~April~~June 2317, 2026 (~~April~~June 1716, 2026)

Stellus Private Credit BDC

(Exact name of registrant as specified in its charter)

Delaware	000-56378	87-6878660
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification Number)

4400 Post Oak Parkway, Suite 2200
Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (713) 292-5400

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 35.~~02.~~07 ~~Unregistered~~Submission ~~Sale~~of Matters to a Vote of ~~Equity~~Security ~~Securities~~Holders.

~~On April 17, 2026,~~ Stellus Private Credit BDC (the “Company”) ~~delivered~~held a ~~capital~~Special Meeting ~~drawdown~~of ~~notice~~Shareholders toon ~~its~~June 16, ~~investors~~2026 ~~relating~~(the to“Special ~~the~~Meeting”). ~~sale~~At ofthe ~~660~~Special Meeting,~~941~~ ~~common~~the ~~shares~~Company ofsubmitted ~~beneficial~~one proposal ~~interest~~to (the ~~“Shares”)~~vote of the ~~Company~~shareholders, ~~for~~which anis ~~aggregate~~described ~~offering~~in ~~price~~detail ofin ~~$10,000,000.~~the NoCompany’s ~~underwriting~~proxy ~~discounts~~statement ordated ~~commissions have~~April 16, ~~been~~2026. orAs ~~will~~of April 15, be2026, ~~paid~~the inrecord ~~connection~~date ~~with~~for the ~~sale~~Special ofMeeting, ~~the~~12,973,271 ~~Shares.~~common ~~The~~shares ~~sale~~ of ~~the~~beneficial ~~Shares~~interest iswere ~~expected~~eligible to ~~close~~be ~~on or about May 1, 2026~~voted.

~~The~~On ~~sale~~June 16, of2026, the ~~Shares~~proposals ~~described~~were ~~made~~submitted ~~pursuant~~ to ~~subscription~~the ~~agreements~~vote ~~entered into by~~ of the ~~Company and its investors~~shareholders. ~~Under~~Of the ~~terms~~shares ofeligible ~~the~~to ~~subscription~~be ~~agreements~~voted, ~~investors~~10,314,546 ~~are required~~were tovoted ~~fund~~in ~~drawdowns~~person toor ~~purchase~~by ~~the~~proxy ~~Shares~~in upconnection towith the ~~amount of its capital commitment on an as-needed basis with a minimum of 10 business days’ prior notice to investors~~proposals.

The ~~issuance~~proposal ~~and~~submitted ~~sale~~to a vote of the ~~Shares~~shareholders ~~are~~of ~~exempt from~~ the ~~registration~~Company at ~~requirements of~~ the ~~Securities~~Special ~~Act~~Meeting ofwas ~~1933,~~approved as ~~amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.~~follows:

~~SIGNATURE~~Proposal 1: Approval of the New Investment Advisory Agreement

~~Pursuant~~The proposal to ~~the~~approve ~~requirements~~a ofnew ~~the~~investment ~~Securities Exchange~~advisory ~~Act~~agreement ~~of 1934, as amended,~~ between the ~~Registrant~~Company ~~has~~and ~~duly~~Stellus ~~caused~~Private ~~this~~BDC ~~Current~~Advisor, ~~Report~~LLC onwas ~~Form~~approved. ~~8-K~~The tofollowing bevotes ~~signed~~were ontaken ~~its~~in ~~behalf~~connection bywith ~~the~~this ~~undersigned hereunto duly authorized.~~proposal:

	Stellus Private Credit bdc
		Votes For		Votes Against	Abstentions
Date: April 23, 2026	By:	/s/ W. Todd Huskinson
All Shareholders		10,314,546		0	0
		Name:	W. Todd Huskinson
		Title:	Chief Financial Officer, Chief Operating Officer and Secretary

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Stellus Private Credit bdc

Date: June 17, 2026	By:	/s/ W. Todd Huskinson
		Name:	W. Todd Huskinson
		Title:	Chief Financial Officer

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