Business Context and Reporting Period
This Form 8-K is a current report filed by Stellus Capital Investment Corp on February 5, 2026. The filing discloses a material event regarding the Company's external investment adviser, Stellus Capital Management, LLC.
Key Financial Metrics
The filing text does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on a corporate governance and advisory agreement event.
Material Changes
- Acquisition of Investment Adviser: Stellus Capital Management has entered into a definitive agreement to be acquired by P10 Intermediate Holdings, LLC, an affiliate of P10, Inc.
- Change of Control: The transaction results in a change of control for Stellus Capital Management.
- Advisory Agreement Termination: The current investment advisory agreement between the Company and Stellus Capital Management will terminate upon the consummation of the transaction due to the change of control under the Investment Company Act of 1940.
- Operational Continuity: Current partners will retain control of day-to-day operations, including investment decisions and committee processes. Stellus Capital Management will continue to serve as the external investment adviser.
Guidance, Outlook, and Management Commentary
- New Advisory Agreement: The Company's Board of Directors and stockholders will be asked to approve a new investment advisory agreement with Stellus Capital Management.
- Terms: The terms of the new agreement are expected to remain the same as the existing agreement, with the exception of the initial term.
- Timeline: Closing of the transaction is expected to occur in the middle of 2026, subject to customary conditions.
- Risks/Contingencies: The transaction is subject to customary closing conditions. No other specific risks or unusual items were detailed in this filing.
Investor Verification Checklist
- Verify the terms of the proposed new investment advisory agreement when presented to stockholders.
- Confirm the final closing date of the P10 acquisition of Stellus Capital Management.
- Monitor for any changes in the investment strategy or fee structure despite management's statement that terms will remain similar.
- Review the full text of the press release attached as Exhibit 99.1 for additional details on the P10 transaction.