P10 Expands into Lower-Middle Market Direct Lending with Acquisition of Stellus Capital Management

Rhea-AI Summary

P10 (NYSE: PX) agreed to acquire Stellus Capital Management for an initial purchase price of $250 million, comprising $125 million cash and $125 million in P10 units, with up to $60 million of earnouts tied to 2027 and 2029 fee-related revenue.

Stellus brings approximately $3.8 billion of assets under management, including $2.6 billion of fee-paying AUM, a 20+-year senior team, and a track record of $10.3 billion deployed across 375 companies. The deal excludes private fund carried interest and is expected to close mid-2026, subject to shareholder and customary approvals. P10 will rebrand to Ridgepost Capital, Inc and trade as RPC beginning February 11, 2026.

Positive

• Adds $3.8B total AUM including $2.6B fee-paying AUM
• Initial purchase price of $250M with mix of cash and equity
• Established team with >20 years together and deployed across 375 companies
• Up to $60M earnout aligns Stellus performance with P10

Negative

• Cash portion financed partially by drawing on P10 revolving credit facility
• Transaction subject to BDC shareholder approval and customary closing conditions
• Deal excludes carried interest and performance fees, limiting upside from existing funds

Key Figures

Initial purchase price: $250 million Cash consideration: $125 million Equity units: $125 million +5 more

8 metrics

Initial purchase price $250 million Consideration for Stellus Capital Management acquisition

Cash consideration $125 million Portion of initial Stellus purchase price paid in cash

Equity units $125 million P10 Intermediate Holdings units exchangeable into common stock

Earnout consideration Up to $60 million Potential earnout based on fee-related revenue in 2027 and 2029

Stellus AUM Approximately $3.8 billion Total assets under management at Stellus

Fee-paying AUM $2.6 billion Stellus fee-paying assets under management

Capital deployed $10.3 billion Capital deployed by Stellus senior team across their history

Companies financed Over 375 companies Number of companies Stellus has deployed capital into

Market Reality Check

Price: $10.50 Vol: Volume 839,845 is 1.53x t...

high vol

$10.50 Last Close

Volume Volume 839,845 is 1.53x the 20-day average of 548,558, showing elevated pre-news activity. high

Technical Price $10.50 is trading below the 200-day MA at $10.89, despite expansion-focused news.

Peers on Argus

PX was up 1.45% pre-news while peers were mixed: GSBD +1.74%, VRTS -0.94%, DSL -...

PX was up 1.45% pre-news while peers were mixed: GSBD +1.74%, VRTS -0.94%, DSL -0.22%, GAM +0.31%, BTT +0.18%, indicating a stock-specific narrative rather than a broad sector move.

Previous Acquisition Reports

3 past events · Latest: Apr 07 (Positive)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Apr 07	Acquisition completion	Positive	+4.8%	Closed Qualitas Funds acquisition, expanding European lower-middle market presence.
Sep 17	Acquisition agreement	Positive	+1.9%	Announced agreement to acquire Qualitas Funds with cash and stock consideration.
Apr 24	Minority stake deal	Positive	-2.5%	Bonaccord unit acquired minority interest in Lead Edge Capital for GP stakes exposure.

Pattern Detected

Acquisition announcements have generally coincided with positive stock reactions, though not uniformly so.

Recent Company History

Over the past two years, P10 has used acquisitions to broaden its private markets platform. The April 2025-04-07 completion of the Qualitas Funds deal, at an initial $63 million price, saw a +4.75% reaction. The earlier Qualitas agreement on 2024-09-17 produced a +1.9% move. A separate Bonaccord transaction on 2024-04-24 resulted in a -2.5% move. Today’s Stellus deal continues this acquisition-led expansion pattern across lower- and middle-market alternatives.

Historical Comparison

acquisition

+1.4 %

Average Historical Move

Historical Analysis

Past acquisition headlines for P10 have typically led to modest single-day moves around 1.38%, suggesting measured market responses to platform-expansion deals.

Typical Pattern

Acquisitions have extended P10’s reach from European lower-middle market solutions and GP stakes partnerships toward a broader, multi-strategy private markets platform.

Market Pulse Summary

This announcement adds a lower-middle market direct lending platform with approximately $3.8 billion...

Analysis

This announcement adds a lower-middle market direct lending platform with approximately $3.8 billion in AUM and $2.6 billion in fee-paying assets to P10’s private markets franchise. The deal structure combines $125 million in cash, $125 million in equity units, and up to $60 million in earnout. Historically, P10 has used acquisitions like Qualitas and Bonaccord-related transactions to broaden its platform, so investors may watch future disclosures for integration progress and updated financial metrics around fee-related earnings and margins.

Key Terms

senior secured loans, assets under management, fee-paying aum, permanent capital vehicles, +3 more

7 terms

senior secured loans financial

"a U.S. direct lender specializing in senior secured loans in the lower-middle market"

Senior secured loans are debt agreements where lenders have first claim on specific assets as collateral and are paid back before other creditors if a borrower defaults. For investors, that priority and collateral generally make these loans less risky than unsecured or junior debt while still offering higher income than cash, like holding a first mortgage on a property rather than an unsecured IOU, and they often carry floating interest that helps protect against rising rates.

assets under management financial

"an established direct lending platform that provides senior-secured loans... With approximately $3.8 billion in assets under management"

Assets under management (AUM) is the total value of all the investments that a financial company or fund is responsible for overseeing on behalf of its clients. It’s like a big bucket that shows how much money the firm is managing for people or organizations. A higher AUM often indicates a larger, more trusted company, and it can influence how much money they earn and the services they can offer.

fee-paying aum financial

"With approximately $3.8 billion in assets under management, including $2.6 billion in fee-paying AUM"

Fee-paying AUM is the portion of a fund manager’s total assets under management that actually generates management or advisory fees. Think of it like the number of rented apartments in a building that bring in rent: higher fee-paying AUM usually means more predictable revenue and a clearer path to profits for the manager, so investors watch it to judge earnings stability and growth potential.

permanent capital vehicles financial

"Stellus earns more than 70% of its fee-related revenue from permanent capital vehicles."

A permanent capital vehicle is an investment entity that raises money without a fixed date to return it, allowing managers to hold assets for the long term instead of being forced to sell on a timetable. For investors, that means the vehicle can pursue longer-term opportunities, smooth out short-term market swings, and potentially generate steady income or capital growth—think of it as a pot of money meant to stay invested rather than a clocked loan.

earnout consideration financial

"Additionally, up to $60 million in earnout consideration may be payable based on fee-related revenue"

Earnout consideration is the portion of a purchase price that one party pays later only if the acquired business meets agreed future targets, like sales or profit goals. Think of it as a performance-linked bonus that shifts some risk from the buyer to the seller; investors watch earnouts because they affect how much value will actually be paid, influence future cash flow, and can change reported earnings or liabilities if targets are missed or met.

revolving credit facility financial

"finance the cash portion of the initial consideration with a mix of cash-on-hand and by drawing on P10’s revolving credit facility."

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

bdc regulatory

"expected to close in mid-2026, subject to BDC shareholder approvals and other customary closing conditions."

A business development company (BDC) is a publicly traded investment firm that lends to and takes ownership stakes in small- and mid-sized private companies that often can’t get traditional bank loans. Like a neighborhood lending pool or venture backer you can buy shares in, a BDC can offer higher dividend income but also carries greater credit and economic risk, so investors focus on the quality of its loans, portfolio companies and payout sustainability.

AI-generated analysis. Not financial advice.

Established direct lender with a 20+ year track record will add approximately $3.8 billion in assets under management
Lower-middle market focus a natural fit with existing P10 strategies

DALLAS, Feb. 05, 2026 (GLOBE NEWSWIRE) -- P10, Inc. (NYSE: PX) (“P10” or the “Company”), a leading private markets solutions provider, today announced it has entered into a definitive agreement to acquire Stellus Capital Management, LLC (“Stellus”), a U.S. direct lender specializing in senior secured loans in the lower-middle market, for an initial purchase price of $250 million. Stellus will continue to be managed by its current partners who will retain control of its day-to-day operations, including investment decisions and investment committee processes.

Based in Houston, TX, Stellus is an established direct lending platform that provides senior-secured loans to sponsor-backed, lower-middle market companies in the U.S. With approximately $3.8 billion in assets under management, including $2.6 billion in fee-paying AUM, Stellus earns more than 70% of its fee-related revenue from permanent capital vehicles. Stellus’ senior team has been investing together for more than 20 years and has deployed more than $10.3 billion of capital across over 375 companies during that time.

"This acquisition is a continuation of P10’s long-term strategy to partner with leading specialized investment managers operating in the middle and lower-middle market and adds a best-in-class direct lending franchise to our platform,” said Luke Sarsfield, P10 Chairman and Chief Executive Officer. “Stellus Managing Partner Robert Ladd and his team have built a firm with a strong history of growth, proven track record of vehicle launches and robust credit and investment performance across economic cycles. Further, Stellus’ sponsor borrower base is a natural fit within P10’s middle and lower-middle market GP sponsor ecosystem, creating the potential for new opportunities across the firm. With our shared philosophy of investment excellence, client outcomes, and long-term value creation, we look forward to Stellus joining our leading alternatives platform.”

Robert Ladd, Managing Partner of Stellus, added, “Luke and the P10 team have established a highly scaled and diversified private markets platform with a clear focus on the middle and lower-middle markets, and we see strong alignment in our respective approaches. This transaction will enhance our ability to develop additional strategies and investment vehicles that meet the evolving needs of global investors seeking access to opportunities in our markets and those of sponsors and borrowers seeking a reliable, thoughtful lending partner. We look forward to working closely with the P10 team to support disciplined growth and long-term value creation for our clients.”

As previously announced, P10 will rebrand to Ridgepost Capital, Inc, effective February 11, 2026. Beginning that day, the Company’s stock will trade on the New York Stock Exchange and NYSE Texas under the new ticker symbol “RPC.”

Transaction Overview
P10 has agreed to acquire 100% of the issued and outstanding equity interests of Stellus and 100% of its fee-related earnings.¹ The transaction does not include any existing private fund carried interest or performance fees.

The initial consideration of $250 million is composed of $125 million in cash and $125 million in units of P10 Intermediate Holdings, LLC which can be exchanged into P10 common stock, following applicable restrictive periods. P10 expects to finance the cash portion of the initial consideration with a mix of cash-on-hand and by drawing on P10’s revolving credit facility. Additionally, up to $60 million in earnout consideration may be payable based on fee-related revenue in 2027 and 2029.

The transaction is expected to close in mid-2026, subject to BDC shareholder approvals and other customary closing conditions. In the first full-year post close, the transaction is expected to be modestly accretive to ANI per share and FRE margin, assuming no synergies in either case. For more information on the transaction, visit the investor relations section of P10’s website, where an investor presentation is available, or access P10’s filings on the SEC website.

Kirkland & Ellis LLP and Troutman Pepper Locke LLP are serving as legal advisors to P10.

Goldman, Sachs & Co. is acting as exclusive financial advisor and Eversheds Sutherland (US) LLP and Winston & Strawn LLP are serving as legal advisors to Stellus.

About P10
P10 (NYSE: PX) is a leading private markets solutions provider with over $40 billion in assets under management as of September 30, 2025. P10 invests across Private Equity, Private Credit, and Venture Capital in access-constrained strategies, with a focus on the middle and lower-middle market. P10’s products have a global investor base and aim to deliver compelling risk-adjusted returns. For additional information, please visit www.p10alts.com.

About Stellus Capital Management
Stellus Capital Management is a leading direct lender specializing in senior secured loans in the lower-middle market. With a track record spanning over 20 years, the Stellus team has invested over $10.3 billion in 375+ portfolio companies and has approximately $3.8 billion in assets under management, including $2.6 billion in fee-paying assets under management. Stellus is headquartered in Houston, TX with offices in Charlotte, NC and the Washington, D.C. area. Visit www.stelluscapital.com.

P10 Investor Contact:
info@p10alts.com

P10 Media Contact:
Josh Clarkson
Taylor Donahue
jclarkson@prosek.com

Forward-Looking Statements
Some of the statements in this press release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expect,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements discuss management’s current expectations and projections relating to P10’s financial position, results of operations, plans, objectives, future performance, and business. The inclusion of any forward-looking information in this press release should not be regarded as a representation that the future plans, estimates, or expectations contemplated will be achieved. Forward-looking statements reflect management’s current plans, estimates, and expectations, and are inherently uncertain. All forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors that may cause actual results to be materially different; global and domestic market and business conditions; successful execution of business and growth strategies and regulatory factors relevant to its business; changes in its tax status; its ability to maintain its fee structure; its ability to attract and retain key employees; its ability to manage its obligations under its debt agreements; its ability to make acquisitions and successfully integrate the businesses it acquires; assumptions relating to its operations, financial results, financial condition, business prospects and growth strategy; and its ability to manage the effects of events outside of its control. The foregoing list of factors is not exhaustive. For more information regarding these risks and uncertainties as well as additional risks that P10 faces, refer to the “Risk Factors” included in P10’s annual report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2025, and in its subsequent reports filed from time to time with the SEC. The forward-looking statements included in this presentation are made only as of the date hereof. P10 undertakes no obligation to update or revise any forward-looking statement as a result of new information or future events, except as otherwise required by law.

Key Financial & Operating Metrics
Fee-paying assets under management reflects the assets from which P10 earns management and advisory fees. Its vehicles typically earn management and advisory fees based on committed capital, and in certain cases, net invested capital, depending on the fee terms. Management and advisory fees based on committed capital are not affected by market appreciation or depreciation.

¹ After minority interest payments related to Stellus Private BDC Advisor, LLC.

FAQ

What did P10 (PX) announce about acquiring Stellus Capital Management on February 5, 2026?

P10 announced it will acquire Stellus for an initial $250 million, split between cash and units. According to the company, the deal adds ~$3.8 billion AUM, excludes carried interest, includes up to $60 million in earnouts, and aims to close mid-2026.

How is the $250 million purchase price for Stellus funded by P10 (PX)?

P10 will pay $125 million in cash and $125 million in P10 units as initial consideration. According to the company, the cash portion will come from cash-on-hand and draws on the revolving credit facility, with additional earnouts contingent on 2027 and 2029 fee-related revenue.

What assets and revenue profile does Stellus bring to P10 (PX)?

Stellus brings approximately $3.8 billion AUM, including $2.6 billion fee-paying AUM and >70% of fee-related revenue from permanent capital vehicles. According to the company, Stellus has deployed $10.3 billion across 375 companies with a senior team investing together for over 20 years.

When will P10 (PX) change its name and ticker to Ridgepost Capital (RPC)?

P10 will rebrand to Ridgepost Capital, Inc and begin trading under RPC on February 11, 2026. According to the company, this rebrand takes effect the same day the new ticker will be used on the NYSE and NYSE Texas.

What is the expected financial impact of the Stellus acquisition on P10 (PX) post-close?

P10 expects the transaction to be modestly accretive to ANI per share and FRE margin in the first full year post-close, assuming no synergies. According to the company, that projection excludes potential additional synergies or integration effects and is subject to closing conditions.