Stellus Private Credit BDC 8-K

What Happened
Stellus Private Credit BDC announced on June 22, 2026 that it entered into a new investment advisory agreement with Stellus Private BDC Advisor, LLC (the “Advisor”), following shareholder approval on June 16, 2026. The New Advisory Agreement is materially identical to the prior agreement dated January 7, 2022, including the method for calculating the base management fee and incentive fees, and became effective upon the closing of the acquisition of Stellus Capital Management, LLC by Ridgepost Capital, LLC (a change in control of the Advisor) on June 22, 2026.

Key Details

• New Advisory Agreement effective date: June 22, 2026; initial term: two years, then renewable annually.
• Fee terms: Base management fee and incentive fees are calculated identically to the prior agreement (no change in fee structure disclosed).
• Prior agreement referenced: January 7, 2022; shareholders approved the new agreement on June 16, 2026.
• Change in control: The agreement became effective upon completion of Ridgepost Capital, LLC’s acquisition of Stellus Capital Management, LLC; Ridgepost Capital, Inc. (the parent) is a NYSE-listed reporting company.

Why It Matters
For investors, the filing signals continuity in the company’s advisory fee structure and management arrangements—fees remain the same as under the prior agreement. The change in control of the Advisor is a material governance event: the New Advisory Agreement requires annual approval by the board (and by a majority of disinterested directors or shareholders as required under the Investment Company Act of 1940). Investors should review Ridgepost Capital, Inc.’s public filings for further information on the new parent and any strategic implications.