Current Report · Items 3.02 · 8-K/A
Stellus Private Credit BDC
Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sale of Equity Securities. On September 15, 2026, Stellus Private Credit BDC (the “Company”) delivered a capital drawdown notice to its investors relating to the sale of 655,739 common shares of beneficial interest (the “Shares”) of the Company for an aggregate offering price of $10,000,000.…
Filed Oct 2, 2026Accepted Oct 1, 2026, 7:45 PM EDTCIK 1901037Accession 0001104659-26-112942
Company context
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.
Disclosure sections
Items 3.02Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sale of Equity Securities.
On September 15, 2026, Stellus Private Credit
BDC (the “Company”) delivered a capital drawdown notice to its investors relating to the sale of 655,739 common shares of
beneficial interest (the “Shares”) of the Company for an aggregate offering price of $10,000,000. 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 September 29, 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.
On September 29, 2026, the Company issued
13,060 Shares for an aggregate offering price of $199,160.50. No underwriting discounts or commissions have been or will be paid in connection
with the sale of the Shares.
The sale of the Shares described made pursuant
to subscription agreements entered into by the Company and its 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.
