Private Placement (Form 8-K)

On June 16, 2026, Stellus Private Credit BDC (the "Company") delivered a capital drawdown notice to its investors relating to the sale of 330,687 common shares of beneficial interest (the "Shares") of the Company for an aggregate offering price of $5,000,000. No underwriting discounts or commissions have been or will be paid in connection with the sale of the Shares. The sale of the Shares is expected to close on or about June 30, 2026.

The sale of the Shares described made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase the Shares up to the amount of its capital commitment on an as-needed basis with a minimum of 10 business days' prior notice to investors.

The issuance and sale of the Shares are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.