P10 to acquire Stellus Capital adviser; SCM (NYSE: SCM) keeps team

Rhea-AI Filing Summary

Stellus Capital Investment Corporation reported that its external investment adviser, Stellus Capital Management, agreed to be acquired by an affiliate of P10, Inc.. The adviser’s current partners will continue to run day-to-day operations, including investment decisions and investment committee processes, and will remain the Company’s external adviser.

Because the acquisition constitutes a change of control under the Investment Company Act of 1940, the existing investment advisory agreement will automatically terminate at closing. The Board of Directors and stockholders will be asked to approve a new advisory agreement with Stellus Capital Management, which is expected to have terms consistent with the current agreement other than the initial term. Closing is expected in the middle of 2026, subject to customary conditions.

Insights

BDC governance and advisory-structure analyst

Ownership of Stellus Capital’s adviser is changing, but the same team and fee terms are expected to continue.

The key development is the planned acquisition of Stellus Capital Management, the external adviser to Stellus Capital Investment Corporation, by an affiliate of P10, Inc.. Despite this change of control, the filing states that Stellus Capital Management will continue to be managed by its current partners, who will retain control over day-to-day operations and investment decisions.

Under the Investment Company Act of 1940, the change of control means the current advisory agreement will be assigned and therefore terminate at closing. The Company’s Board and stockholders will be asked to approve a new advisory agreement with Stellus Capital Management, with terms expected to remain the same other than the initial term. The transaction is expected to close in the middle of 2026, subject to customary conditions, so actual impact will depend on successful closing and stockholder approval.

false 0001551901 0001551901 2026-02-05 2026-02-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): February 5, 2026

Stellus Capital Investment Corporation

(Exact name of registrant as specified in its charter)

Maryland		814-00971		46-0937320
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)
4400 Post Oak Parkway, Suite 2200 Houston, Texas				77027
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (713) 292-5400

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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
Common Stock, par value $0.001 per share	SCM	New York Stock Exchange

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 8.01. Other Events.

On February 5, 2026, Stellus Capital Management, LLC (“Stellus Capital Management”), the external investment adviser to Stellus Capital Investment Corporation (the “Company”), announced that Stellus Capital Management has entered into a definitive agreement with P10 Intermediate Holdings, LLC, an affiliate of P10, Inc. (“P10”) pursuant to which P10 will acquire Stellus Capital Management (the “Transaction”).

Pursuant to the terms of the Transaction, Stellus Capital Management will continue to be managed by its current partners, who will retain control of Stellus Capital Management’s day-to-day operations, including investment decisions and investment committee processes, and Stellus Capital Management will continue to serve as the external investment adviser to the Company. Consummation of the Transaction will result in a change of control of Stellus Capital Management, and this will result in an assignment of the current investment advisory agreement between the Company and Stellus Capital Management under the Investment Company Act of 1940. As a result, the current investment advisory agreement will terminate upon consummation of the Transaction. The Company’s Board of Directors and stockholders will therefore be asked to approve a new investment advisory agreement with Stellus Capital Management, the terms of which are expected to remain the same as the existing 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. The full text of the press release of Stellus Capital Management making this announcement is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference; provided, however, that information contained on any website referenced in Exhibit 99.1 is not incorporated by reference into this communication.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated February 5, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Stellus Capital Investment Corporation
Date: February 5, 2026	By:	/s/ W. Todd Huskinson
		Name:	W. Todd Huskinson
		Title:	Chief Financial Officer

FAQ

What transaction involving Stellus Capital Investment Corporation (SCM) was disclosed?

Stellus Capital Investment Corporation disclosed that its external investment adviser, Stellus Capital Management, entered a definitive agreement to be acquired by an affiliate of P10, Inc. The adviser will keep its current partners in control and continue advising Stellus Capital after the transaction closes.

Will Stellus Capital Management continue to manage SCM after the P10 acquisition?

Yes. Stellus Capital Management is expected to continue serving as Stellus Capital Investment Corporation’s external investment adviser. Its current partners will retain control of day-to-day operations, including investment decisions and investment committee processes, even after the affiliate of P10, Inc. acquires Stellus Capital Management.

Why does the Stellus Capital adviser acquisition require a new advisory agreement for SCM?

The acquisition will cause a change of control of Stellus Capital Management, which is treated as an assignment of the existing advisory agreement under the Investment Company Act of 1940. This assignment causes the current agreement to terminate, requiring Board and stockholder approval of a new agreement.

Will the new investment advisory agreement for SCM differ from the current one?

The new investment advisory agreement with Stellus Capital Management is expected to remain the same as the existing agreement, other than the initial term. This means economic and operational terms are expected to stay consistent, subject to approval by Stellus Capital’s Board of Directors and stockholders.

When is the acquisition of Stellus Capital Management by the P10 affiliate expected to close?

Closing of the transaction in which an affiliate of P10, Inc. acquires Stellus Capital Management is expected to occur in the middle of 2026. Completion remains subject to customary conditions for a transaction of this nature before the change of control and related agreement changes take effect.

What approvals are required for Stellus Capital’s new advisory agreement after the transaction?

After the change of control and termination of the existing advisory agreement, Stellus Capital Investment Corporation’s Board of Directors and stockholders will be asked to approve a new investment advisory agreement with Stellus Capital Management. The filing expects the terms to be consistent with the existing agreement except for the initial term.