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Stellus Private Credit BDC

03/13/2026 | Press release | Distributed by Public on 03/13/2026 11:58

Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Some of the statements in this Annual Report on Form 10-K constitute forward-looking statements, which relate to future events or Stellus Private Credit BDC's ("we", "us", "our" and the "Company") future performance or financial condition. The forward-looking statements contained in this Annual Report on Form 10-K involve risks and uncertainties, including statements as to:

●

our future operating results;

●

our business prospects and the prospects of our portfolio companies;

●

the effect of investments that we expect to make;

●

our contractual arrangements and relationships with third parties;

●

actual and potential conflicts of interest with the Stellus Private BDC Advisor LLC (the "Advisor") or Stellus Capital Management, LLC ("Stellus Capital Management");

●

the dependence of our future success on the general economy and its effect on the industries in which we invest;

●

the impact of interest rate volatility on our business and our portfolio companies;

●

the ability of our portfolio companies to achieve their objectives;

●

the use of borrowed money to finance a portion of our investments;

●

the adequacy of our financing sources and working capital;

●

the timing of cash flows, if any, from the operations of our portfolio companies;

●

the ability of the Advisor to locate suitable investments for us and to monitor and administer our investments;

●

the ability of Stellus Capital Management and the Advisor to attract and retain highly talented professionals;

●

our ability to maintain our qualification as a regulated investment company ("RIC") and as a business development company ("BDC"); and

●

the effect of future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to BDCs or RICs.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words "may," "might," "will," "intend," "should," "could," "can," "would," "expect," "believe," "estimate," "anticipate," "predict," "potential," "plan" or similar words.

We have based the forward-looking statements included in this Annual Report on Form 10-K on information available to us on the date of this Annual Report on Form 10-K. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or U.S. Securities and Exchange Commission ("SEC") rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports

that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

We were organized as a Delaware statutory trust on December 7, 2021, and formally commenced operations on February 1, 2022. Our investment objective is to maximize the total return to our shareholders in the form of current income and capital appreciation through debt and related equity investments in lower middle-market companies.

We are an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act"). Our investment activities are managed by, Stellus Private BDC Advisor, LLC, (the "Advisor") a Delaware limited liability company that is an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940 (the "Advisers Act"). The Advisor is a majority-owned subsidiary of Stellus Capital Management, that is also an investment adviser registered with the SEC under the Advisers Act.

As a BDC, we are required to comply with certain regulatory requirements. For instance, as a BDC, we may not acquire any assets other than "qualifying assets" as specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets. Qualifying assets include investments in "eligible portfolio companies (as defined in the 1940 Act)." Under the relevant SEC rules, the term "eligible portfolio company" includes any issuer that (i) is organized and with their principal of business in the United States, (ii) is not an investment company (other than SBICs (as defined below) that are wholly owned subsidiaries of a BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act, and (iii) satisfies any one of the following criteria: such company (a) has a market capitalization of less than $250 million, or does not have a class of securities listed on a national securities exchange, (b) is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the company, and, as a result thereof, the BDC has an affiliated person who is a director of the company, or (c) is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

We have elected to be treated, qualify, and intend to qualify annually, as a RIC under subchapter M of the Code. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. As of December 31, 2025, we have no reason to believe that we were not in compliance with the RIC requirements. So long as we maintain our status as a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute at least annually to our shareholders.

In accordance with the 1940 Act, we are required to meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and other senior securities (and any preferred stock that we may issue in the future) of at least 150%, subject to certain meeting conditions. If this ratio declines below 150%, we cannot incur additional leverage and could be required to sell a portion of our investments to repay some leverage when it is disadvantageous to do so. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing. As of December 31, 2025 and December 31, 2024, our asset coverage ratio was 198% and 216%, respectively. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing.

Economic Developments

Economic activity has continued to accelerate across sectors and regions. Nonetheless, we have observed and may continue to observe supply chain interruptions, labor resource shortages, commodity inflation, fluctuating interest rates, bank impairments and failures, economic sanctions in response to international conflicts and instances of geopolitical, economic and financial market instability in the United States and abroad, including as a result of the imposition of tariffs in the United States and/or on its trading partners and the prolonged shutdown of the government in October and November 2025. One or more of these factors may contribute to increased market volatility and may have long- and short-term effects in the United States and worldwide financial markets.

Portfolio Composition and Investment Activity

Portfolio Composition

We originate and invest primarily in privately-held lower middle-market companies (typically those with $5.0 million to $50.0 million of EBITDA (earnings before interest, taxes, depreciation and amortization)) through first lien (including unitranche), second lien, and unsecured debt financing, often times with a corresponding equity investment.

As of December 31, 2025, we had $400.1 million (at fair value) invested in 74 portfolio companies. As of December 31, 2025, our portfolio included approximately 94% of first lien debt and 6% of equity investments at fair value. The composition of our investments at cost and fair value as of December 31, 2025 was as follows:


	Cost		Fair Value
Senior Secured - First Lien⁽¹⁾	$	378,828,458	$	376,249,762
Unsecured Debt		27,731		30,447
Equity		17,935,793		23,851,715
Total Investments	$	396,791,982	$	400,131,924

(1)

Includes unitranche investments, which may combine characteristics of first lien senior secured, as well as second lien and/or subordinated loans. Our unitranche loans may expose us to certain risk associated with second lien and subordinated loans to the extent we invest in the "last-out" portion of the unitranche loans which account for 6.4% of our portfolio at fair value.

As of December 31, 2024, we had $300.7 million (at fair value) invested in 59 portfolio companies. As of December 31, 2024, our portfolio included approximately 94% of first lien debt and 6% of equity investments at fair value. The composition of our investments at cost and fair value as of December 31, 2024 was as follows:


	Cost		Fair Value
Senior Secured - First Lien⁽¹⁾	$	284,068,534	$	283,482,729
Unsecured Debt		96,106		90,413
Equity		13,626,629		17,158,923
Total Investments	$	297,791,269	$	300,732,065

(1)

Our investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms and conditions of the underlying loan agreements. As of December 31, 2025 and 2024, we had unfunded commitments of $95.6 million and $56.9 million, respectively, to provide financing to 59 and 46 portfolio companies, respectively. As of December 31, 2025, we maintained sufficient liquidity (through cash on hand, our ability to drawdown capital from investors, and/or available borrowings under the Credit Facilities (as defined below)) to fund such unfunded commitments should the need arise.

The following is a summary of geographical concentration of our investment portfolio as of December 31, 2025:


					% of Total
					Investments at
	Cost		Fair Value		Fair Value
Florida	$	57,346,045	$	56,972,075	14.24	%
Texas		46,485,820		48,069,165	12.01	%
New York		46,235,480		47,639,398	11.91	%
California		36,369,556		36,736,941	9.18	%
Pennsylvania		20,165,108		21,484,667	5.37	%
Colorado		16,762,744		16,813,411	4.20	%
Canada		15,116,097		15,040,778	3.76	%
Illinois		17,990,126		14,729,856	3.68	%
Iowa		12,312,643		12,336,066	3.08	%
Virginia		11,786,284		11,958,881	2.99	%
United Kingdom		12,111,013		11,899,148	2.97	%
Arizona		10,470,434		11,317,450	2.83	%
Ohio		9,659,944		10,861,854	2.71	%
Maryland		10,030,046		9,851,468	2.46	%
North Carolina		9,039,546		9,223,446	2.31	%
Tennessee		9,983,962		9,098,223	2.27	%
Massachusetts		7,698,233		7,730,587	1.93	%
Minnesota		7,537,398		7,648,754	1.91	%
Oregon		7,281,723		7,589,802	1.90	%
Michigan		7,270,222		7,392,085	1.85	%
Missouri		5,046,536		5,139,186	1.28	%
Louisiana		4,487,910		4,553,598	1.14	%
District of Columbia		4,151,925		4,389,381	1.10	%
Idaho		4,218,163		4,235,256	1.06	%
Georgia		2,389,702		2,431,144	0.61	%
South Carolina		2,223,836		2,282,058	0.57	%
New Jersey		2,290,508		2,262,230	0.57	%
Wisconsin		330,978		445,016	0.11	%
Total Investments	$	396,791,982	$	400,131,924	100.00	%

The following is a summary of geographical concentration of our investment portfolio as of December 31, 2024:


					% of Total
					Investments at
	Cost		Fair Value		Fair Value
Florida	$	57,653,478	$	55,449,024	18.44	%
Texas		39,654,155		41,816,027	13.90	%
New York		32,574,086		33,418,762	11.11	%
Illinois		16,351,628		16,234,004	5.40	%
California		14,388,867		14,576,642	4.85	%
Pennsylvania		13,383,388		14,037,912	4.67	%
Canada		12,303,300		12,339,763	4.10	%
United Kingdom		12,153,794		12,093,869	4.02	%
Tennessee		9,981,310		10,070,962	3.35	%
Colorado		9,759,942		9,834,101	3.27	%
Arizona		8,870,299		9,287,842	3.09	%
Maryland		9,297,302		9,134,501	3.04	%
Ohio		8,373,385		8,775,516	2.92	%
Wisconsin		6,453,254		6,734,750	2.24	%
Iowa		6,282,877		6,282,877	2.09	%
Massachusetts		5,954,032		5,927,889	1.97	%
Michigan		5,255,092		5,295,406	1.76	%
Idaho		5,234,830		5,264,442	1.75	%
Louisiana		4,520,330		4,590,651	1.53	%
District of Columbia		4,177,673		4,177,673	1.39	%
Missouri		4,058,101		4,101,329	1.36	%
Virginia		3,718,318		3,738,884	1.24	%
North Carolina		3,307,812		3,307,813	1.10	%
South Carolina		2,219,069		2,292,030	0.76	%
Georgia		1,533,969		1,539,843	0.51	%
Indiana		330,978		409,553	0.14	%
Total Investments	$	297,791,269	$	300,732,065	100.00	%

The following is a summary of industry concentration of our investment portfolio as of December 31, 2025:


					% of Total
					Investments at
	Cost		Fair Value		Fair Value
Services: Business	$	89,567,846	$	88,693,867	22.18	%
High Tech Industries		49,010,176		50,269,878	12.56	%
Healthcare & Pharmaceuticals		48,453,123		49,442,697	12.36	%
Capital Equipment		39,615,369		41,025,852	10.25	%
Media: Advertising, Printing & Publishing		25,391,544		24,600,455	6.15	%
Construction & Building		22,265,430		22,580,411	5.64	%
Services: Consumer		20,534,718		20,334,410	5.08	%
Consumer Goods: Non-Durable		17,729,105		19,164,105	4.79	%
Beverage & Food		16,571,541		16,445,790	4.11	%
Chemicals, Plastics, & Rubber		14,236,397		14,131,809	3.53	%
Media: Diversified & Production		12,111,013		11,899,148	2.97	%
Consumer Goods: Durable		8,379,684		8,649,708	2.16	%
Energy: Oil & Gas		8,144,225		8,500,887	2.12	%
Environmental Industries		7,603,889		7,162,621	1.79	%
Retail		6,547,870		6,545,924	1.64	%
Wholesale		5,886,684		5,873,214	1.47	%
Hotel, Gaming, & Leisure		4,743,368		4,811,148	1.20	%
Total Investments	$	396,791,982	$	400,131,924	100.00	%

The following is a summary of industry concentration of our investment portfolio as of December 31, 2024:


					% of Total
					Investments at
	Cost		Fair Value		Fair Value
Services: Business	$	50,117,721	$	51,333,196	17.06	%
High Tech Industries		37,580,707		38,418,760	12.78	%
Healthcare & Pharmaceuticals		33,078,396		33,123,393	11.01	%
Capital Equipment		26,634,637		27,544,790	9.16	%
Consumer Goods: Non-Durable		19,459,391		20,424,922	6.79	%
Media: Advertising, Printing & Publishing		19,321,733		19,051,900	6.34	%
Services: Consumer		19,416,695		17,380,571	5.78	%
Chemicals, Plastics, & Rubber		17,043,322		17,041,973	5.67	%
Beverage & Food		13,801,250		13,952,930	4.64	%
Construction & Building		13,290,426		13,638,879	4.54	%
Media: Diversified & Production		12,153,794		12,093,869	4.02	%
Environmental Industries		9,482,195		9,782,473	3.25	%
Consumer Goods: Durable		8,562,343		8,638,156	2.87	%
Energy: Oil & Gas		7,800,160		8,232,957	2.74	%
Retail		6,293,227		6,252,832	2.08	%
Hotel, Gaming, & Leisure		3,755,272		3,820,464	1.27	%
Total Investments	$	297,791,269	$	300,732,065	100.00	%

At December 31, 2025, our average portfolio company investment at amortized cost and fair value was approximately $5.4 million and $5.4 million, respectively, and our largest portfolio company investment at amortized cost and fair value was $12.1 million and $11.9 million, respectively. At December 31, 2024, our average portfolio company investment at amortized cost and fair value was approximately $5.0 million and $5.1 million, respectively, and our largest portfolio company investment at both amortized cost and fair value was $12.2 million and $12.1, respectively.

At both December 31, 2025 and 2024, 97% of our debt investments bore interest based on floating rates (subject to interest rate floors) and 3% bore interest at fixed rates.

The weighted average yield on all of our debt investments as of December 31, 2025 and 2024 was approximately 9.8% and 10.8%, respectively, including debt investments on non-accrual status. The weighted average yield on all of our investments, including non-income producing equity positions and debt investments on non-accrual status, as of December 31, 2025 and 2024 was approximately 9.4% and 10.3%, respectively. The weighted average yield was computed using the effective interest rates for all of our debt investments, including accretion of original issue discount. The weighted average yield of our investments is not the same as a return on investment for our shareholders, but rather relates to a portion of our investment portfolio and is calculated before the payment of our subsidiary's fees and expenses.

As of December 31, 2025 and 2024, we had cash and cash equivalents of $2.6 million $2.1 million, respectively.

Investment Activity

During the year ended December 31, 2025, we made an aggregate of $135.7 million of investments in 18 new portfolio companies and 18 existing portfolio companies. During the year ended December 31, 2025, we received an aggregate of $39.4 million in proceeds from repayments of our investments.

During the year ended December 31, 2024, we made an aggregate of $119.8 million of investments in 21 new portfolio companies and 13 existing portfolio companies. During the year ended December 31, 2024, we received an aggregate of $30.3 million in proceeds from repayments of our investments.

During the year ended December 31, 2023, we made an aggregate of $89.3 million of investments in 16 new portfolio companies and 14 existing portfolio companies. During the year ended December 31, 2023, we received an aggregate of $42.3 million in proceeds from repayments of our investments.

Our level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and equity capital to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

Asset Quality

In addition to various risk management and monitoring tools, the Advisor uses an investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in our portfolio. This investment rating system uses a five-level numeric scale. The following is a description of the conditions associated with each investment category:

●

Investment Category 1 is used for investments that are performing above expectations, and whose risks remain favorable compared to the expected risk at the time of the original investment.

●

Investment Category 2 is used for investments that are performing within expectations and whose risks remain neutral compared to the expected risk at the time of the original investment. All new loans are initially rated 2.

●

Investment Category 3 is used for investments that are performing below expectations and that require closer monitoring, but where no loss of return or principal is expected. Portfolio companies with a rating of 3 may be out of compliance with financial covenants.

●

Investment Category 4 is used for investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are often in work out. Investments with a rating of 4 are those for which some loss of return but no loss of principal is expected.

●

Investment Category 5 is used for investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are almost always in work out. Investments with a rating of 5 are those for which some loss of return and principal is expected.


	As of December 31, 2025					As of December 31, 2024
	(dollars in millions)					(dollars in millions)
					Number of					Number of
			% of Total		Portfolio			% of Total		Portfolio
Investment Category	Fair Value		Portfolio		Companies	Fair Value		Portfolio		Companies
1	$	77.5	19	%	14	$	46.8	16	%	10
2		274.0	68	%	51		229.9	76	%	44
3		42.5	11	%	8		20.6	7	%	4
4		6.1	2	%	1		3.4	1	%	1
Total	$	400.1	100	%	74	$	300.7	100	%	59

Loans and Debt Securities on Non-Accrual Status

We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As of December 31, 2025, one loan was on non-accrual status, which represented approximately 1.6% of our total investments at cost and 1.5% at fair value. As of December 31, 2024, we had one loan was on non-accrual status, which represented approximately 1.8% of our loan portfolio at cost and 1.2% at fair value. As of December 31, 2025 and December 31, 2024, $1.3 million and $0.1 million of income from investments on non-accrual had not been accrued, respectively.

Results of Operations

An important measure of our financial performance is net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gain (loss) and net unrealized appreciation (depreciation). Net investment income (loss) is the difference between our income from interest, dividends, fees and other investment income and our operating expenses including interest on borrowed funds. Net realized gain (loss) on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost. Net unrealized appreciation (depreciation) on investments is the net change in the fair value of our investment portfolio.

Comparison of the Years Ended December 31, 2025, 2024 and 2023

Revenues

We generate revenue in the form of interest income on debt investments and capital gains and distributions, if any, on investment securities that we may acquire in portfolio companies. Our debt investments typically have a term of five to seven years and bear interest at a floating rate. Interest on our debt securities is generally payable quarterly. Payments of principal on our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments may pay interest in-kind, or PIK interest. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. The level of interest income we receive is directly related to the balance of interest-bearing investments multiplied by the weighted average yield of our investments. We expect that the total dollar amount of interest and any dividend income that we earn will increase as the size of our investment portfolio increases. In addition, we may generate revenue in the form of prepayment fees, commitment, loan origination, structuring or due diligence fees, fees for providing significant managerial assistance and consulting fees.

The following shows the breakdown of investment income for the years ended December 31, 2025, 2024 and 2023 (in millions).


	Year Ended
	December 31, 2025		December 31, 2024			December 31, 2023
Interest income⁽¹⁾	$	34.8	$	27.2		$	22.1
PIK interest		0.3		1.0			0.1
Miscellaneous fees⁽¹⁾		0.9		0.8			1.2
Total	$	36.0	$	29.0		$	23.4

(1)	For the years ended December 31, 2025, 2024 and 2023, we recognized $0.3 million, $0.4 million and $0.9 million of non-recurring income related to amendments and early repayments, respectively.

Expenses

Our primary operating expenses include the payment of fees to the Advisor under the investment advisory agreement between the Company and the Advisor (the "Advisory Agreement"), our allocable portion of overhead expenses under the administration agreement with Stellus Capital Management and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, which may include:

●

organization and offering costs;

●

valuing our assets and calculating our net asset value (including the cost and expenses of any independent valuation firm);

●

fees and expenses incurred or reimbursed by Stellus Capital Management and the Advisor, or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;

●

interest payable on debt, if any, incurred to finance our investments and expenses related to unsuccessful portfolio acquisition efforts;

●

offerings of our Common Shares and other securities;

●

base management and incentive fees;

●

administration fees and expenses, if any, payable under the administration agreement (including our allocable portion of the Advisor's overhead in performing its obligations under the administration agreement, including rent and the allocable portion of the cost of our chief compliance officer, and chief financial officer and their respective staffs;

●

transfer agent and custodial fees and expenses;

●

U.S. federal and state registration fees;

●

all costs of registration;

●

U.S. federal, state and local taxes;

●

Independent Trustees' fees and expenses;

●

costs of preparing and filing reports or other documents required by the SEC or other regulators;

●

costs of any reports, proxy statements or other notices to shareholders, including printing costs;

●

costs and fees associated with any fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums;

●

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and

●

all other non-investment advisory expenses incurred by us, the Advisor or Stellus Capital Management in connection with administering our business.

The following shows the breakdown of operating expenses for the years ended December 31, 2025, 2024 and 2023 (in millions).


		Year Ended
		December 31, 2025			December 31, 2024			December 31, 2023
Operating Expenses
Management fees		$	4.9		$	3.5		$	2.8
Income incentive fees			2.5			2.6			2.1
Capital gains incentive fee			0.2			-			0.3
Professional fees			0.8			0.8			0.7
Amortization of deferred offering costs			0.2			0.2			0.2
Administrative services expenses			0.7			0.5			0.4
Trustees' fees			0.2			0.2			0.2
Insurance expense			0.1			0.1			0.1
Valuation fees			0.1			0.1			-
Interest expense and other fees			13.4			9.5			8.2
Income tax expense			0.1			-			-
Other general and administrative expenses			0.3			0.3			0.1
Expenses reimbursed/fees waived by Advisor (Note 2)			(2.6)			(4.3)			(4.1)
Net Operating Expenses		$	20.9		$	13.5		$	11.0

The increase in operating expenses for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was due to (1) higher interest expense as a result of higher outstanding balances on our Credit Facilities, (2) higher management due to portfolio growth and (3) the management fee waiver expiring September 30, 2024.

The increase in operating expenses for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was due to (1) higher interest expense as a result of higher outstanding balances on our Credit Facilities, as well as rising interest rates, (2) higher incentive fees due to portfolio performance and (3) the management fee waiver expiring September 30, 2024.

Net Investment Income

For the year ended December 31, 2025, net investment income was $15.1 million, or $1.33 per common share of beneficial interest (the "Common Share(s)") based on 11,316,555 weighted-average Common Shares outstanding. For the year ended December 31, 2024, net investment income was $15.6 million, or $1.80 per Common Share based on 8,643,493 weighted-average Common Shares outstanding. For the year ended December 31, 2023, net investment income was $12.3 million, or $1.96 per Common Share based on 6,273,882 weighted-average Common Shares outstanding.

Net investment income for the year ended December 31, 2025 decreased compared to the year ended December 31, 2024 as a result of (1) falling interest rates and (2) higher operating expenses as explained in the "Expenses" section above, partially offset by growth in the overall investment portfolio.

Net investment income for the year ended December 31, 2024 increased compared to the year ended December 31, 2023 as a result of growth in the overall investment portfolio, offset by higher operating expenses as explained in the "Expenses" section above.

Net Realized Gains and Losses

We measure realized gains or losses by the difference between the net proceeds from the repayment, sale or other disposition and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized.

Proceeds from repayments of investments and amortization of certain other investments for the years ended December 31, 2025 totaled $39.4 million resulting in net realized gains totaling $1.5 million, primarily from gains from the realization of our equity investments in certain portfolio companies. Proceeds from repayments of investments and amortization of certain other investments for the years ended December 31, 2024 totaled $30.3 million. Proceeds from repayments of investments and amortization of certain other investments for the year ended December 31, 2023 totaled $42.3 million resulting in net realized gains totaling $0.8 million, primarily from gains from the realization of our equity investments in certain portfolio companies.

Net Change in Unrealized Appreciation (Depreciation) of Investments

Net change in unrealized appreciation primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.

Net change in unrealized appreciation (depreciation) on investments and cash equivalents for the years ended December 31, 2025, 2024 and 2023 totaled $0.4 million, $0.9 million and $2.6 million, respectively.

The change in unrealized appreciation in 2025 was primarily due to portfolio company specific performance on several of our equity investments, partially offset by write-downs on a specific investment.

The change in unrealized appreciation in 2024 was primarily due to portfolio company specific performance on several of our equity investments, partially offset by write-downs on a specific investment.

The change in unrealized appreciation in 2023 was primarily due to portfolio company specific performance on several of our equity investments.

Net change in unrealized (depreciation) appreciation on foreign currency translations for the years ended December 31, 2025, 2024 and 2023 totaled less than $0.1 million, less than ($0.1) million and less than $0.1 million, respectively.

Provision for Taxes on Unrealized Appreciation on Investments

On February 11, 2022, the Company formed PBDC Consolidated Blocker, LLC (the "Taxable Subsidiary"), which is structured as a Delaware limited liability company that is classified as a corporation for U.S. federal income tax purposes, to hold equity or equity-like investments in portfolio companies that are not treated as corporations for U.S. federal income tax purposes, such as certain limited liability companies, or LLCs or other entities or arrangements treated as pass-through entities for U.S. federal income tax purposes.

The Taxable Subsidiary permits us to hold equity investments in portfolio companies which are "pass through" entities for U.S. federal income tax purposes and continue to comply with the "source income" requirements contained in RIC tax provisions of the Code. The Taxable Subsidiary is not consolidated with us for U.S. federal income tax purposes and may independently generate income, gains, deductions or losses for U.S. federal income tax purposes, as a result of its ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities of the Taxable Subsidiary are reflected in our consolidated financial statements in accordance with generally accepted accounting principles. For the year ended December 31, 2025, 2024 and 2023, we recognized a deferred tax provision related to unrealized appreciation on certain equity investments for income tax at our Taxable Subsidiary of approximately ($0.1) million, ($0.1) million and ($0.2) million, respectively on the Consolidated Statements of Assets and Liabilities.

Net Increase in Net Assets Resulting from Operations

For the year ended December 31, 2025 net increase in net assets resulting from operations totaled $16.9 million, or $1.50 per Common Share based on 11,316,555 weighted-average Common Shares outstanding, $16.4 million, or $1.90 per Common Share based on 8,643,493 weighted-average Common Shares outstanding for the year ended December 31,

2024, and $15.5 million, or $2.46 per Common Share based on 6,273,882 weighted-average Common Shares outstanding for the year ended December 31, 2023.

Financial Condition, Liquidity and Capital Resources

Cash Flows from Operating and Financing Activities

Our operating activities used net cash of $80.6 million for the year ended December 31, 2025, primarily in connection with the purchase and origination of new portfolio investments. Our financing activities for the year ended December 31, 2025 provided cash of $81.0 million primarily from proceeds from net borrowings on our Credit Facilities and issuance of the Common Shares, offset by stockholder distibutions.

Our operating activities used net cash of $73.9 million for the year ended December 31, 2024, primarily in connection with the purchase and origination of new portfolio investments. Our financing activities for the year ended December 31, 2024 provided cash of $75.5 million primarily from proceeds from net borrowings on our Credit Facilities and issuance of the Common Shares, offset by stockholder distibutions.

Our operating activities used net cash of $34.4 million for the year ended December 31 2023, primarily in connection with the purchase and origination of new portfolio investments. Our financing activities for the year ended December 31, 2023 provided cash of $19.6 million primarily from proceeds from net borrowings on our Credit Facilities, short-term loan repayments, and issuance of the Common Shares.

Liquidity and Capital Resources

Our liquidity and capital resources are derived from net proceeds of any offering of our securities, including pursuant to capital calls to investors with capital commitments to us, the Credit Facility, and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and other operating expenses we incur, as well as the payment of dividends to the holders of our Common Shares. We used, and expect to continue to use, these capital resources as well as proceeds from turnover within our portfolio and from public and private offerings of securities to finance our investment activities.

In addition, we intend to distribute between 90% and 100% of our taxable income to our shareholders in order to satisfy the requirements applicable to RICs under subchapter M of the Code. Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.

Also, as a BDC, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, over the aggregate amount of the senior securities, which include all of our borrowings and any outstanding preferred stock, of at least 150%. This requirement limits the amount that we may borrow. We were in compliance with the asset coverage ratios at all times. As of December 31, 2025 and December 31, 2024, our asset coverage ratio was 198% and 216%, respectively. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of Common Shares the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing. As of December 31, 2025 and December 31, 2024, we had cash and cash equivalents of $2.6 million and $2.1 million, respectively.

Credit Facilities

Commitment Facility

On February 1, 2022, we entered into a revolving credit and security agreement with Signature Bank (as amended, the "Commitment Facility"). All amounts borrowed under the Commitment Facility matured on December 31, 2024, and all principal, accrued and unpaid interest thereunder was paid on December 22, 2023 and all prepaid loan structure fees were amortized.

Interest is paid monthly in arrears. There was no interest or fees related to the Commitment Facility recognized during the year ended December 31, 2025 and 2024. The following table summarizes the interest expense and amortized financing costs on the Commitment Facility for the years ended December 31, 2023 (in millions):


	Year Ended
	December 31, 2023
Interest expense	$	3.2
Loan structure fees amortization		0.3
Total interest and other fees	$	3.5
Weighted average interest rate		7.0	%
Effective interest rate (including fee amortization)		7.5	%
Average debt outstanding	$	46.2
Cash paid for interest and unused fees	$	3.7

Credit Facility

On September 30, 2022, as amended on December 9, 2022, April 26, 2023, October 3, 2024, May 2, 2025 and September 10, 2025, the Company entered into a senior secured revolving credit agreement with Zions Bancorporation, N.A., dba Amegy Bank and various other lenders (the "Credit Facility" and together with the SPV Facility (defined below), the "Credit Facilities"). The Credit Facility provides for borrowings up to a maximum of $300.0 million on a committed basis.

The Credit Facility bears interest, subject to the Company's election, on a per annum basis equal to (i) Term SOFR plus 2.25% (or 2.50% during certain periods in which the Company's asset coverage ratio is equal to or below 1.90 to 1.00), subject to a 0.25% floor, or (ii) 1.25% (or 1.50% during certain periods in which the Company's asset coverage ratio is equal to or below 1.90 to 1.00) plus an alternate base rate, which is subject to a 3.00% floor, based on the highest of (a) the Prime Rate, (b) Federal Funds Rate plus 0.50% and (c) one-month Term SOFR, subject to a 0.25% floor, plus 1.00%. The Company pays unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Facility. Interest is payable monthly or quarterly in arrears. The commitment to fund the revolver expires on September 10, 2029, after which the Company may no longer borrow under the Credit Facility and must begin repaying principal equal to 1/12 of the aggregate amount outstanding under the Credit Facility each month. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on September 10, 2030.

Our obligations to the lenders under the Credit Facility are secured by a first priority security interest in its portfolio of securities and cash held. The Credit Facility contains certain covenants, including but not limited to: (i) maintaining a minimum liquidity test of at least $10.0 million, including cash, liquid investments, and undrawn availability, (ii) maintaining an asset coverage ratio of at least 1.67 to 1.00, (iii) maintaining a certain minimum stockholder's equity, and (iv) maintaining a minimum interest coverage ratio of at least 1.75 to 1.00. As of December 31, 2025 and December 31, 2024, the Company was in compliance with these covenants.

As of December 31, 2025 and December 31, 2024, there was $128.6 million and $90.5 million, respectively, outstanding under the Credit Facility. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair value of the Credit Facility is determined in accordance with ASC Topic 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market

participants at the measurement date under current market conditions. The fair value of the Credit Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. The Company has incurred costs of $3.9 million in connection with the current Credit Facility, which are being amortized over the life of the facility. As of December 31, 2025 and December 31, 2024, $2.6 million and $1.0 million of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on our Consolidated Statements of Assets and Liabilities as a deduction from the debt liability.

The following is a summary of the Credit Facility, net of prepaid loan structure fees (in millions):


	December 31, 2025		December 31, 2024
Credit Facility payable	$	128.6	$	90.5
Prepaid loan structure fees		(2.6)		(1.0)
Credit Facility payable, net of prepaid loan structure fees	$	126.0	$	89.5

Interest is paid monthly or quarterly in arrears based on the interest rate option selected. The following table summarizes the interest expense and amortized financing costs on the Credit Facility for the years ended December 31, 2025, 2024 and 2023 (in millions):


		Year Ended
		December 31, 2025			December 31, 2024			December 31, 2023
Interest expense		$	9.0		$	7.6		$	4.4
Loan structure fees amortization			0.6			0.2			0.4
Total interest and other fees		$	9.6		$	7.8		$	4.8
Weighted average interest rate	%		7.2	%		8.3	%		8.8	%
Effective interest rate (including fee amortization)	%		7.7	%		8.6	%		9.6	%
Average debt outstanding		$	125.1		$	91.0		$	49.9
Cash paid for interest and unused fees		$	8.8		$	7.6		$	4.2

SPV Facility

On August 1, 2024, as amended on October 2, 2025, the Company entered into a Loan Financing and Servicing Agreement (the "Loan Agreement") for a special purpose vehicle financing credit facility (the "SPV Facility") by and among Stellus Private Credit BDC SPV LLC ("PBDC SPV"), as borrower, the Company, as equityholder and servicer, Deutsche Bank AG, New York Branch, as facility agent, Citibank, N.A., as collateral agent and collateral custodian, Alter Domus (US) LLC, as collateral administrator, and the lenders that are party thereto from time to time. The SPV Facility provides for $75.0 million of commitments with an accordion feature that allows for an additional $25.0 million of total commitments from new and existing lenders on the same terms and conditions as the existing commitments. Advances under the SPV Facility bear interest at three-month Term SOFR (as defined in the Loan Agreement) plus an applicable margin of 2.25% during the revolving period ending on October 2, 2028 and three-month Term SOFR plus an applicable margin of 2.60% thereafter. The Loan Agreement provides for an unused commitment fee, from the effective date of the Loan Agreement through August 1, 2027, of 0.25% per annum on the unused commitments if PBDC SPV's credit facility utilization is greater than or equal to 80%, and otherwise, 0.50% per annum on the unused commitments, and other customary fees. The SPV Facility will mature on October 2, 2031.

As of December 31, 2025 and 2024, there was $75.0 million and $50.0 million outstanding under the SPV Facility, respectively. The carrying amount of the amount outstanding under the SPV Facility approximates its fair value. The fair value of the SPV Facility is determined in accordance with ASC Topic 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the SPV Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. The Company has incurred costs of $0.9 million in connection with the SPV Facility, which are being amortized over the life of the facility. As of December 31, 2025 and December 31, 2024, $0.7 million and $0.8 million of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on our consolidated statements of assets and liabilities as a deduction from Credit Facilities payable.

The following is a summary of the SPV Facility, net of prepaid loan structure fees (in millions):


	December 31, 2025		December 31, 2024
SPV Facility payable	$	75.0	$	50.0
Prepaid loan structure fees		(0.7)		(0.8)
SPV Facility payable, net of prepaid loan structure fees	$	74.3	$	49.2

Interest is paid quarterly in arrears. The following table summarizes the interest expense and amortized financing costs on the SPV Facility for the years ended December 31, 2025 and 2024 (in millions):


	Year Ended
	December 31, 2025			December 31, 2024
Interest expense	$	3.6		$	1.5
Facility agent fee		0.1			0.1
Loan structure fees amortization		0.2			0.1
Total interest and other fees	$	3.9		$	1.7
Weighted average interest rate		6.6	%		7.5	%⁽¹⁾
Effective interest rate (including fee amortization)		7.1	%		8.1	%⁽¹⁾
Average debt outstanding	$	54.9		$	50.0	⁽¹⁾
Cash paid for interest and unused fees	$	3.7		$	1.3

(1)	Calculated for the period from August 1, 2024, the date of the SPV Facility, through December 31, 2024.

Contractual Obligations



		Total			2026			2027			2028			2029			2030			2031

		(in millions)
Credit Facility payable		$	128.6		$	-		$	-		$	-		$	42.9		$	85.7		$	-
SPV Facility payable			75.0			-			-			-			-			-			75.0
Total		$	203.6		$	-		$	-		$	-		$	42.9		$	85.7		$	75.0

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of December 31, 2025, our off-balance sheet arrangements consisted of $95.6 million of unfunded commitments to provide financing to 59 of our portfolio companies. As of December 31, 2024, our off-balance sheet arrangements consisted of $56.9 million of unfunded commitments to provide debt financing to 46 of our portfolio companies. As of December 31, 2025, we had maintained sufficient liquidity (through cash on hand, our ability to drawdown capital from investors, and/or available borrowings under the Credit Facilities) to fund such unfunded commitments should the need arise.

Regulated Investment Company Status and Dividends

We have elected to be treated, qualify and intend to qualify annually as a RIC under subchapter M of the Code. So long as we continue to qualify as a RIC, we will not be subject to U.S. federal income tax on our investment company taxable income and realized net capital gains that we timely distribute to shareholders as dividends.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Distributions declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.

To maintain our RIC tax treatment, we generally must, among other things, distribute, with respect to each taxable year, at least 90% of our investment company taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). If we maintain our status as a RIC, we must also satisfy certain distribution requirements each calendar year in order to avoid a federal excise tax on our undistributed earnings of a RIC. As of December 31, 2025, we had $2.7 million of undistributed taxable income that will be carried forward toward distributions paid during the year ending December 31, 2026.

We intend to distribute to our shareholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). However, the covenants contained in the Credit Facilities may prohibit us from making distributions to our shareholders, and, as a result, could hinder our ability to satisfy the distribution requirement. In addition, we may retain for investment some or all of our net taxable capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our shareholders. If we do this, our shareholders will be treated as if they received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our Common Shares. Our shareholders also may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal taxable year fall below the total amount of our dividends for that fiscal year, a portion of those dividend distributions may be deemed a return of capital to our shareholders.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a business development company under the 1940 Act and due to provisions in Credit Facilities. We cannot assure shareholders that they will receive any distributions or distributions at a particular level.

In accordance with certain applicable U.S. Treasury regulations and private letter rulings issued by the Internal Revenue Service (the "IRS"), a publicly offered RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each shareholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all shareholders must be at least 20% of the aggregate declared distribution. If too many shareholders elect to receive cash, each shareholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any shareholder electing to receive cash, receive less than 20% of his or her entire distribution in cash.

If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these U.S. Treasury regulations or private letter rulings. However, we continue to monitor our liquidity position and the overall economy and will continue to assess whether it would be in our and our shareholders' best interest to take advantage of the IRS rulings.

Recent Accounting Pronouncements

See Note 1 to the consolidated financial statements contained herein for a description of recent accounting pronouncements, if any, including the expected dates of adoption and the anticipated impact on the financial statements.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

We consider the most significant accounting policies related to estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses to be those related to Investment Valuation.

Subsequent Events

Investment Portfolio

The Company invested in the following portfolio companies subsequent to December 31, 2025:


Activity Type	Date	Company Name	Company Description	Investment Amount		Instrument Type
Add-On Investment	January 2, 2026	Bart & Associates, LLC*	Provider of content, information, tech-enabled services, and hosts competitions for the U.S. equine industry	$	1,000,000	Senior Secured - First Lien
				$	32,595	Equity
New Investment	January 9, 2026	Silver Parent, LLC	Senior-care focused placement platform	$	4,611,400	Senior Secured - First Lien
				$	1,006,422	Revolver Commitment
				$	387,436	Equity
Add-On Investment	January 15, 2026	GRC Java Holdings, LLC*	Specialty coffee platform	$	17,332	Equity
Add-On Investment	January 21, 2026	evolv Holdco, LLC*	Digital transformation consulting firm	$	4,530	Equity
Add-On Investment	February 2, 2026	BI Investors, LLC*	Provider of center-based applied behavioral analysis therapy services	$	4,467	Equity
Add-On Investment	February 3, 2026	Green Topco Holdings, LLC*	Cyber-security focused value-added reseller and associated service provider	$	11,896	Equity
Add-On Investment	February 6, 2026	SP MWM Holdco LLC*	Provider of test and measurement services and equipment	$	113,721	Equity
Add-On Investment	February 9, 2026	Michelli, LLC*	Provider of test and measurement services and equipment	$	4,000,000	Delayed Draw Term Loan Commitment
New Investment	March 3, 2026	Precision Strategies, LLC	Strategic communications and marketing agency	$	4,524,350	Senior Secured - First Lien
				$	1,177,716	Revolver Commitment
New Investment	March 6, 2026	Synergy Health Partners	Provider of orthopedic and musculoskeletal care	$	7,274,448	Senior Secured - First Lien
				$	1,866,885	Delayed Draw Term Loan Commitment
				$	962,920	Revolver Commitment
				$	300,126	Equity

* Existing portfolio company

The Company realized the following portfolio companies subsequent to December 31, 2025:


Activity Type	Date	Company Name	Company Description	Proceeds Received		Instrument Type
Full Repayment	January 30, 2026	Luxium Solutions, LLC	Manufacturer and distributor of high-performance advanced materials and assemblies	$	3,315,849	Senior Secured - First Lien
				$	480,795	Delayed Draw Term Loan
Full Repayment	February 3, 2026	Arctiq, Inc.	Cyber-security focused value-added reseller and associated service provider	$	9,780,648	Senior Secured - First Lien
				$	1,601,662	Delayed Draw Term Loan

Credit Facility

As of March 13, 2026, the outstanding balance under the Credit Facility and SPV Facility was $137.2 million and $75.0 million, respectively.

Sale of Unregistered Securities

Since December 31, 2025, the Company sold 185,211 Common Shares at a price of $15.21 per share for aggregate proceeds of $2.8 million, which included less than $0.1 million of organizational expense allocation pursuant to subscription agreements entered into between the Company and investors.

Share Repurchases

Since December 31, 2025, 357,092 common shares of beneficial interest were validly tendered and not withdrawn prior to the expiration of the tender offer. The Company purchased all common shares of beneficial interest validly tendered and not withdrawn at a price equal to $15.21 per share for an aggregate purchase price of $5.4 million.

Distributions Declared

On January 16, 2026 our Board declared a regular monthly distribution for each of January, February and March 2026 as follows


		Record		Payment		Amount per
Declared		Date		Date		Share
1/16/2026		1/20/2026		1/30/2026		$	0.1167
1/16/2026		2/2/2026		2/27/2026		$	0.1167
1/16/2026		3/2/2026		3/31/2026		$	0.1167

Acquisition of Stellus Capital Management

On February 5, 2026, the Company announced that Stellus Capital Management, the majority owner of the Advisor, entered into a definitive agreement with P10 Intermediate Holdings, LLC, an affiliate of Ridgepost Capital, Inc. (formerly known as P10, Inc.) ("Ridgepost"), pursuant to which Ridgepost will acquire all of the outstanding equity interests in Stellus Capital Management (the "Transaction").

Pursuant to the terms of the Transaction, Stellus Capital Management and the Advisor will continue to be managed by their current partners, who will retain control of Stellus Capital Management and the Advisor's day-to-day operations, including investment decisions and investment committee processes. The Advisor will continue to serve as the external investment adviser to the Company. Consummation of the Transaction will result in a change of control of the Advisor, and this will result in an assignment of the current investment advisory agreement between the Company and the Advisor under the 1940 Act. As a result, the current investment advisory agreement will terminate upon consummation of the Transaction. Our Board and shareholders will therefore be asked to approve a new investment advisory agreement with the Advisor (the "New Advisory Agreement"), the terms of which are expected to remain the same as the current investment advisory agreement, other than the initial term of the investment advisory agreement. Closing of the Transaction is expected to occur in the middle of 2026 and is subject to customary conditions for a transaction of this nature. If approved, the New Advisory Agreement will take effect following the closing of the Transaction.

Stellus Private Credit BDC published this content on March 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 13, 2026 at 17:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]

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