Stellus deal adds $4B direct lending platform to Ridgepost (NYSE: RPC)

Rhea-AI Filing Summary

Ridgepost Capital has closed its previously announced acquisition of Stellus Capital Management, a U.S. direct lender focused on the lower‑middle market with about $4 billion in assets under management. Closing consideration included $125,000,000 in cash, 11,191,149 Ridgepost LLC units and 579,096 shares of Class A common stock.

Stellus’ partners will continue to run day‑to‑day operations and investment decisions. The sellers are subject to multi‑year lock‑ups on Ridgepost equity, and may receive up to an additional $60,000,000 earnout in equity or partial cash based on Stellus’ performance in fiscal years 2027 and 2029. Ridgepost funded the cash portion using cash on hand and borrowings under its revolving credit facility, whose total commitments were increased to $195,000,000, with $14,000,000 remaining available as of June 22, 2026.

Ridgepost reports over $45 billion in assets under management as of March 31, 2026, while Stellus contributes a seasoned private credit platform with $3.8 billion of AUM and a long track record in senior‑secured lending to sponsor‑backed, lower‑middle market companies.

Insights

M&A and credit markets analyst

Ridgepost adds a sizable private credit platform, funded mainly with revolver debt and equity.

The transaction brings Stellus’ direct lending franchise, with about $3.8 billion in assets under management, into Ridgepost Capital’s platform, which totals over $45 billion AUM. Consideration mixes cash, LLC units and Class A shares, plus a performance‑linked earnout of up to $60,000,000.

Financing relies partly on leverage: Ridgepost increased its revolving credit facility to $195,000,000 and drew $139,000,000, leaving about $14,000,000 available. The structure also uses multi‑year lock‑ups and equity‑based earnouts, aligning Stellus’ partners with long‑term outcomes while deferring a portion of economics.

Overall impact appears strategically important but financially balanced between debt and equity. Actual value creation will depend on Stellus’ performance through fiscal years 2027 and 2029, which will determine any earnout payments described in the agreement.

8-K Event Classification

5 items: 2.01, 2.03, 3.02, 7.01, 9.01

5 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Closing cash consideration: $125,000,000 Equity units issued: 11,191,149 units Class A shares issued: 579,096 shares +5 more

8 metrics

Closing cash consideration $125,000,000 Cash paid at Stellus acquisition closing

Equity units issued 11,191,149 units Ridgepost LLC units issued as part of consideration

Class A shares issued 579,096 shares Ridgepost Capital Class A common stock at closing

Maximum earnout $60,000,000 Performance-based earnout tied to fiscal 2027 and 2029

Revolver commitments $195,000,000 Total revolving credit facility after Increase Agreement

Revolver draw for deal $139,000,000 Amount drawn around acquisition closing

Availability under revolver $14,000,000 Remaining borrowing capacity as of June 22, 2026

Stellus AUM $3.8 billion Assets under management as of March 31, 2026

Key Terms

Earnout Payment, Exchange Agreement, revolving credit facility, permanent capital vehicles, +2 more

6 terms

Earnout Payment financial

"up to an additional $60,000,000 in consideration (an “Earnout Payment”) may be payable"

An earnout payment is money a buyer agrees to pay a seller after a deal closes only if the acquired business hits certain future targets (such as revenue, profit, or milestones). It matters to investors because earnouts shift part of the purchase price onto future performance, affecting the buyer’s future cash flows and the seller’s incentives—like a performance bonus that reduces upfront risk but adds uncertainty about the true cost and value of the deal.

Exchange Agreement financial

"exchangeable into shares of Class A Common Stock on a one-for-one basis, pursuant to that certain Exchange Agreement"

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

revolving credit facility financial

"drew down $139,000,000 on the revolving credit facility under its Credit Agreement"

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.

permanent capital vehicles financial

"more than 70% of its fee-related revenue is generated 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.

forward-looking statements regulatory

"Some of the statements in this press release may constitute “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

assets under management financial

"with approximately $4 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.

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 22, 2026

Ridgepost Capital, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40937		87-2908160
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2699 Howell Street, Suite 1000

Dallas, Texas 75204

(Address of principal executive offices and Zip Code)

(214) 865-7998

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share		RPC		New York Stock Exchange NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 22, 2026 (the “Closing Date”), Ridgepost Capital, LLC, a Delaware limited liability company (“Ridgepost LLC”) and a subsidiary of Ridgepost Capital, Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition (the “Acquisition”) of all the issued and outstanding equity interests of Stellus Capital Management, LLC, a Delaware limited liability company (“Stellus”) in accordance with the terms and conditions of the previously announced interest purchase agreement, dated February 4, 2026, between Ridgepost LLC, certain entities (together, the “Sellers”) affiliated with Stellus, and certain direct and indirect equityholders of Stellus (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings provided for such terms in the Purchase Agreement.

The consideration paid at the closing of the Acquisition consisted of $125,000,000 in cash (subject to customary adjustments for working capital, cash, indebtedness and transaction expenses of Stellus as of the closing), 11,191,149 Class A membership units representing limited liability company interests of Ridgepost LLC (“Units”) and 579,096 shares of the Company’s par value $0.001 Class A Common Stock (“Class A Common Stock”). Subject to certain conditions, the Units are exchangeable into shares of Class A Common Stock on a one-for-one basis, pursuant to that certain Exchange Agreement entered into on August 25, 2022, by and among Ridgepost LLC, the Company and the other signatory parties thereto, to which the Sellersbecame parties via joinder (such Exchange Agreement, as modified by the joinder, the “Exchange Agreement”). Shares of Class A Common Stock beneficially held by the Sellers(including following an exchange of Units in accordance with the Exchange Agreement) will be subject to a restricted period during which the holder cannot offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose thereof, directly or indirectly. The restricted period terminates as follows: (i) with respect to one-third of the Class A Common Stock held by such stockholder, on the first anniversary of the Closing Date; (ii) with respect to two-thirds of the Class A Common Stock held by such stockholder, on the second anniversary of the Closing Date; and (iii) with respect to all of the Class A Common Stock held by such stockholder, on the third anniversary of the Closing Date. The Sellers will also have certain registration rights as members of Ridgepost LLC.

In addition, subject to certain conditions, up to an additional $60,000,000 in consideration (an “Earnout Payment”) may be payable based on the financial performance of Stellus during fiscal years 2027 and 2029 (with payments, if earned, to be made in 2028 and 2030, respectively). Any Earnout Payment shall be paid in Units or Class A Common Stock, subject to potential reduction in accordance with the terms of the Purchase Agreement, provided that, at the Sellers’ option, up to 50% of any Earnout Payment (or a greater percentage in the event the number of Units or Class A Common Stock otherwise issuable would, together with the Units and Class A Common Stock issued at closing, equal or exceed 20% of the outstanding shares of Parent Common Stock (as defined in the Purchase Agreement) as of the date of the Purchase Agreement) shall be paid in cash in U.S. dollars. The number of Units or Class A Common Stock (as applicable) to be issued pursuant to the preceding sentence will be calculated based on the volume weighted average price of the Class A Common Stock on the New York Stock Exchange for the 20 consecutive trading days ending on and including the trading day that is three trading days prior to the applicable Earnout Payment date. Similar to Units comprising the closing consideration, any Units received as an Earnout Payment may be exchanged into shares of Class A Common Stock on a one-for-one basis pursuant to the Exchange Agreement, which such Class A Common Stock beneficially held by the Sellers will be subject to an 18-month lock-up (and the other restrictions described above), with one-third of such Class A Common Stock being released from lock-up every six-month period following the issuance. The Earnout Payment is subject to acceleration in certain limited circumstances set forth in the Purchase Agreement.

The Company financed the upfront cash consideration for the Acquisition with cash on hand and borrowings under its existing credit facility.

The Units issued in connection with the Acquisition, and any shares of Class A Common Stock issuable upon exchange thereof, have been or will be issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

The above descriptions of the Purchase Agreement and the Exchange Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase Agreement and the Exchange Agreement, which were included as Exhibit 2.1 and Exhibit 10.1, respectively, to the Company’s Current Report on Form 8-K filed on February 5, 2026 and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the closing of the Acquisition, on June 18, 2026, Ridgepost LLC drew down $139,000,000 on the revolving credit facility under its Credit Agreement (as defined below) to fund the cash consideration paid at the closing of the Acquisition as described in Item 2.01 of this Current Report on Form 8-K, as well as other general corporate needs.

Prior to the closing, Ridgepost LLC, as borrower, the Company, the other Guarantors, the Agent and JPMorgan Chase Bank, N.A. as additional lender (the “Additional Lender”), entered into an Increase Agreement, dated as of June 11, 2026 (the “Increase Agreement”), pursuant to which the Additional Lender increased the aggregate revolving commitments by $20,000,000 from $175,000,000 to $195,000,000 under that certain Amended and Restated Credit Agreement, dated as of August 1, 2024 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Ridgepost LLC, as borrower, the

Company and certain of its direct and indirect subsidiaries as guarantors (collectively, the “Guarantors”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”). All other material terms of the Credit Agreement remain unmodified and in full force and effect. As of June 22, 2026, after giving effect to the Increase Agreement and borrowings in connection with the closing of the Acquisition, Ridgepost LLC had approximately $14,000,000 available for borrowing under the revolving credit facility.

The foregoing description of the Increase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Increase Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02.

Item 7.01 Regulation FD Disclosure.

On June 22, 2026, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

Forward-Looking Statements

This report may contain forward-looking statements based on our beliefs and assumptions and on information currently available to us. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our and/or Stellus’ future business and financial performance, estimated operational metrics, business strategy and plans and objectives of management for future operations, including, among other things, statements regarding the Acquisition.

Forward-looking statements are based on our current expectations and assumptions regarding our and/or Stellus’ business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the inability to recognize the anticipated benefits of the Acquisition on the anticipated timeline or at all; purchase price adjustments; unexpected costs related to the Acquisition and the integration of the Stellus business and operations; our ability to manage growth and execute our business plan; our increased outstanding indebtedness as a result of the Acquisition; and regional, national or global political, economic, business, competitive, market and regulatory conditions and uncertainties, among various other risks.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risk factors discussed from time to time in the Company’s filings with the SEC, including, but not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on February 27, 2026 and subsequent filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov.

For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this report. Any forward-looking statement made by us in this report speaks only as of the date on which we make it. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The financial statements required by this item are not being filed herewith. To the extent such information is required by this item, it will be filed with the Securities and Exchange Commission (the “SEC”) by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by this item is not being filed herewith. To the extent such information is required by this item, it will be filed with the SEC by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No.		Description
2.1*		Interest Purchase Agreement, dated February 4, 2026, by and among SCM Holdings GP, LLC, Stellus Capital Management Holdings, L.P., P10 Intermediate Holdings LLC, Robert T. Ladd, Joshua T. Davis, Dean A. D’Angelo and W. Todd Huskinson (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 5, 2026).
10.1		Exchange Agreement, dated August 25, 2022, by and among P10, Inc., P10 Holdings Inc., P10 Intermediate Holdings LLC, and the other signatories thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 26, 2022).
10.2		Increase Agreement, dated as of June 11, 2026, by and among Ridgepost Capital, LLC, Ridgepost Capital, Inc. and the other guarantors party thereto, and JPMorgan Chase Bank, N.A., as Agent and as the Additional Lender.
99.1		Press Release, dated June 22, 2026.
104		Cover Page Interactive Data File(formatted as inline XBRL)

* Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Ridgepost Capital, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Ridgepost Capital, Inc.
Date: June 22, 2026				By:		s/ Amanda Coussens
						Name: Amanda Coussens
						Title: Chief Financial Officer

Exhibit 99.1

Ridgepost Capital Completes Acquisition of Stellus Capital Management, a Leading U.S. Direct Lender Specializing in the Lower-Middle Market

DALLAS, June 22, 2026 — Ridgepost Capital, Inc. (NYSE: RPC) (“Ridgepost” or “Ridgepost Capital”) today announced it has completed its previously announced acquisition of Stellus Capital Management, LLC (“Stellus”), a leading U.S. direct lender focused on the lower-middle market with approximately $4 billion in assets under management. Stellus will continue to be managed by its current partners who will lead day-to-day operations, including investment decisions and investment committee processes.

“Closing the Stellus transaction marks another significant milestone in Ridgepost’s strategy to partner with leading specialized investment managers operating in the middle and lower-middle market,” said Luke Sarsfield, Ridgepost Capital Chairman and Chief Executive Officer. “This acquisition is a natural fit with Ridgepost’s lower-middle market GP ecosystem, creating growth opportunities and further differentiating our investment strategies. Stellus’ longstanding operating history and track record will meaningfully enhance our private credit capabilities, underpinned by a shared philosophy of investment excellence and long-term value creation for clients.”

“We are pleased to join Ridgepost’s leading alternatives platform and begin this next phase of growth together,” said Robert Ladd, Managing Partner of Stellus. “Ridgepost’s broad and collaborative platform, extensive sponsor relationships, and commitment to partnership strengthen our ability to originate attractive investment opportunities across our BDCs and private funds. We are confident this combination offers access to expertise and insights from complementary investment managers, allowing us to better meet the evolving needs of our investors.”

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 $3.8 billion in assets under management as of March 31, 2026, including $2.6 billion in fee-paying AUM, more than 70% of its fee-related revenue is generated from permanent capital vehicles. Stellus’ senior team has been investing together for over 22 years and has deployed in excess of $10.5 billion of capital across over 375 companies during that time.

Kirkland & Ellis LLP and Troutman Pepper Locke LLP served as legal advisors to Ridgepost Capital.

Goldman, Sachs & Co. acted as exclusive financial advisor and Eversheds Sutherland (US) LLP and Winston & Strawn LLP served as legal advisors to Stellus.

About Ridgepost Capital

Ridgepost Capital (NYSE: RPC) is a leading private markets solutions provider with over $45 billion in assets under management as of March 31, 2026. Ridgepost Capital invests across

ridgepostcapital.com

Private Equity, Private Credit, and Venture Capital in access-constrained strategies, with a focus on the middle and lower-middle market. Ridgepost Capital’s products have a global investor base and aim to deliver compelling risk-adjusted returns. For additional information, please visit www.ridgepostcapital.com.

About Stellus Capital Management

Stellus is one of the longest tenured direct lenders specializing in senior secured, sponsor-backed loans in the lower-middle market. Formed within the D.E. Shaw Group in 2004, Stellus spun out in 2012 and today manages approximately $4 billion across various investment vehicles, including closed-end institutional funds, a public BDC (NYSE: SCM), and a perpetual private BDC. Stellus is a single strategy firm, and its founding partners have been investing together in the lower-middle market for 22+ years with a track record of over $10.5 billion deployed across more than 375 transactions and over 200 unique private equity sponsors since inception. Stellus is headquartered in Houston, TX with offices in the Washington, D.C. area and Charlotte, NC. Stellus is a strategy of Ridgepost Capital, Inc. (NYSE: RPC), a diversified, multi-asset investment platform. Learn more at www.stelluscapital.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 our financial position, results of operations, plans, objectives, future performance, and business. The inclusion of any forward-looking information in this 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, including risks related to: global and domestic market and business conditions; successful execution of business and growth strategies; regulatory factors relevant to our business; changes in our tax status; our ability to maintain our fee structure; our ability to attract and retain key employees; our ability to manage our obligations under our debt agreements; our ability to make acquisitions and successfully integrate the businesses we acquire, including Stellus Capital Management, LLC; assumptions relating to our operations, financial results, financial condition, business prospects and growth strategy; the timing and amount of any share repurchases; and our ability to manage the effects of events outside of our control. The foregoing list of factors is not exhaustive. For more information regarding these risks and uncertainties as well as additional risks that we face, you should refer to the “Risk Factors” included in our annual report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2026 and in our subsequent reports filed from time to time with the SEC, including our Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 8, 2026. The forward-looking statements included in this release are made only as of the date hereof. We undertake 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.

Ridgepost Capital Investor Contact: Brian McKenna

info@ridgepostcapital.com

Ridgepost Capital Media Contact:
Prosek Partners
pro-ridgepost@prosek.com

FAQ

What did Ridgepost Capital (RPC) acquire in the Stellus transaction?

Ridgepost Capital acquired all equity interests in Stellus Capital Management, a U.S. direct lender focused on the lower-middle market with about $4 billion in assets under management. Stellus adds a seasoned senior-secured lending platform and remains managed by its existing partner team.

How much did Ridgepost Capital pay to acquire Stellus Capital Management?

At closing, Ridgepost paid $125,000,000 in cash, 11,191,149 Ridgepost LLC units and 579,096 Class A common shares. The sellers may also receive up to an additional $60,000,000 earnout, payable in equity and, at their option within limits, partially in cash.

How is the Stellus earnout structured in Ridgepost Capital’s deal?

The deal includes an earnout of up to $60,000,000, tied to Stellus’ financial performance during fiscal years 2027 and 2029. Any earnout is paid in Ridgepost LLC units or Class A shares, with up to 50% (or more in certain cases) payable in cash at the sellers’ option.

How did Ridgepost Capital finance the Stellus acquisition cash consideration?

Ridgepost financed the upfront cash using cash on hand and borrowings under its revolving credit facility. Commitments under that facility were increased from $175,000,000 to $195,000,000, and Ridgepost LLC drew $139,000,000, leaving about $14,000,000 available as of June 22, 2026.

What lock-up restrictions apply to Stellus sellers receiving Ridgepost equity?

Shares of Class A common stock held by Stellus sellers are subject to multi-year lock-ups, with one-third released on each of the first, second and third anniversaries of closing. Any Class A shares issued from earnout-related units have an additional 18‑month lock-up, released in thirds every six months.

How large are Ridgepost Capital and Stellus after the transaction?

Ridgepost Capital reports over $45 billion in assets under management as of March 31, 2026. Stellus contributes about $3.8 billion in AUM, including $2.6 billion in fee-paying AUM, with more than 70% of fee revenue from permanent capital vehicles.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 24.5 KB

Agreements & Contracts

• EX-10.2 EX-10.2 138.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 45.0 KB