Stellus Capital Investment Corp SEC Filings

Stellus Capital Investment Corporation entered into a new investment advisory agreement with Stellus Capital Management, LLC effective June 22, 2026. The new agreement keeps all economic terms and fee calculations identical to the prior 2012 advisory agreement, changing mainly the date and term.

The agreement runs for an initial two-year period from June 22, 2026, and can continue year-to-year if approved annually by the board or a majority of outstanding voting securities, and by a majority of independent directors, consistent with 1940 Act requirements. It became effective upon the closing of Ridgepost Capital, LLC’s acquisition of Stellus Capital Management, which constituted a change in control of the advisor.

Stellus Capital Investment Corporation reported results of its June 16, 2026 Annual Meeting of Stockholders. As of the April 15, 2026 record date, 28,947,255 common shares were eligible to vote, and 15,974,326 shares were represented in person or by proxy.

Stockholders elected Bruce R. Bilger to a three-year term as director, with 13,650,012 votes for and 2,122,882 votes withheld. They also approved a new investment advisory agreement between the company and Stellus Capital Management, LLC, with 14,244,374 votes for, 721,794 against, and 806,722 abstentions.

Stellus Capital Investment Corporation is calling a virtual 2026 annual meeting on June 16, 2026 to elect one director, approve a new investment advisory agreement, and allow potential adjournment to solicit more proxies. The new agreement is needed because Ridgepost Capital, LLC will acquire all equity in Stellus Capital Management, creating an adviser change in control that terminates the current contract under the 1940 Act.

The New Investment Advisory Agreement keeps fees, services, strategy and management effectively unchanged, differing only in date and term. The board, including all independent directors, unanimously recommends voting in favor of the director nominee and the new advisory agreement, and believes the Ridgepost transaction will add sourcing, capital-raising and operational resources without altering the fund’s investment objectives.

Stellus Capital Investment Corporation is seeking shareholder approval to ratify a New Investment Advisory Agreement that is materially identical to the existing agreement so Stellus Capital Management may continue advising the company following an announced change in control of the Advisor. The Advisor Change in Control contemplates Ridgepost Capital, LLC acquiring Stellus Capital Management; Ridgepost reported $43 billion in assets under management as of December 31, 2025. The Board, including its Independent Directors, unanimously approved the New Investment Advisory Agreement and recommends a vote FOR. The virtual Annual Meeting is scheduled for June 16, 2026, and the record date for voting is April 15, 2026. The proposal requires approval under the 1940 Act by Independent Directors and by stockholders under the statutory “majority of the outstanding voting securities” thresholds described in the proxy.

Stellus Capital Investment Corp director Bruce R. Bilger increased his direct stake through multiple open-market purchases of common stock. On 2026-03-13, he bought 19,417 shares at $8.76, 10,362 shares at $8.70, 11,111 shares at $8.73, and 4,600 shares at $8.75 per share. After these transactions, he directly owned 228,055 shares of Stellus Capital Investment Corp common stock.

Stellus Capital Investment Corp CFO and CCO W. Todd Huskinson bought additional company stock in the open market. On this Form 4, he reports purchasing 5,700 shares of common stock at a price of $8.785 per share on March 13, 2026. After this transaction, he directly owns 54,297 Stellus Capital Investment Corp common shares. A footnote explains that, since his prior Form 4 and before this trade, he had also acquired 26,866 shares through the company’s Dividend Reinvestment Plan, which has contributed to the growth of his overall stake.

Stellus Capital Investment Corp President and CEO Robert T. Ladd reported open-market purchases of the company’s common stock. On March 13, 2026, he bought 35,000 shares at $8.70 per share. On March 16, 2026, he bought an additional 1,700 shares at $8.45 per share. Following these transactions, he directly owns 669,635.113 shares of Stellus Capital common stock. A footnote notes that some holdings include shares acquired through the company’s Dividend Reinvestment Plan.

Stellus Capital Investment Corporation is an externally managed business development company that provides debt and related equity financing to private U.S. lower middle‑market companies, generally with $5 million to $50 million of EBITDA. It focuses on first lien (including unitranche), second lien, unsecured loans and equity co‑investments, often to highly leveraged borrowers that would likely be rated as junk if evaluated by rating agencies.

The portfolio is sourced through Stellus Capital Management’s sponsor and intermediary network. Stellus operates under a co‑investment exemptive order that allows it to invest alongside affiliated BDCs and private funds when a required majority of independent directors determines the terms are fair and consistent with its strategy. As of December 31, 2025, Stellus met regulated investment company tax requirements and BDC qualifying‑asset rules, which mandate that at least 70% of total assets be invested in qualifying U.S. portfolio companies, including private firms and certain smaller public issuers under a $250 million market capitalization threshold.