Stellus Capital Investment Corp 8-K

What Happened

• Stellus Capital Investment Corporation announced that it entered into a new Investment Advisory Agreement with Stellus Capital Management, LLC effective June 22, 2026. Stockholders approved the new agreement on June 16, 2026. The new agreement is identical to the prior advisory agreement dated October 26, 2012, except for the effective date and term.
• The New Advisory Agreement became effective upon the closing of the acquisition of Stellus Capital Management by Ridgepost Capital, LLC on June 22, 2026, which resulted in a change in control of the Advisor. Ridgepost Capital, Inc. (the parent of Ridgepost Capital, LLC) is a reporting company listed on the New York Stock Exchange.

Key Details

• Effective date: June 22, 2026 (stockholder approval on June 16, 2026).
• Fees: Base management fee and incentive fees will be calculated identically to the prior agreement (no change in fee formulas disclosed).
• Term: Initial two-year period from June 22, 2026, then continues year-to-year only with required annual approvals.
• Approval requirements: Continuance requires (A) approval by the Board or a majority of outstanding voting securities and (B) approval by a majority of the Company’s directors who are not parties to the agreement or “interested persons,” as required by the Investment Company Act of 1940.

Why It Matters

• For investors, the fee structure and advisory terms remain materially the same as before, so there is no immediate change to advisory fee calculations disclosed in this filing.
• The advisor experienced a change in control (acquisition by Ridgepost Capital, LLC); investors should review Ridgepost Capital, Inc.’s public filings and the full New Advisory Agreement (Exhibit 10.1) for additional details about the new ownership and any potential governance or strategic implications.