{"url_path":"/sec/cik-0001901037/8-k/2026-06-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1901037/0001104659-26-076454-index.html","accession_number":"0001104659-26-076454","cik":"0001901037","ticker":null,"issuer_name":"Stellus Private Credit BDC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1901037/0001104659-26-076454-index.html","primary_entity_key":"0001901037","primary_entity_name":"Stellus Private Credit BDC"},"word_count":379,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nAs previously disclosed, on June 16, 2026, shareholders of Stellus\nPrivate Credit BDC (the “Company”) approved a new investment advisory agreement (the “New Advisory Agreement”)\nby and between the Company and Stellus Private BDC Advisor, LLC (the “Advisor”), pursuant to which the Advisor will continue\nto provide investment advisory services to the Company. On June 22, 2026, the Company entered into the New Advisory Agreement.\n\n \n\nThe terms of the New Advisory Agreement are identical to the prior\ninvestment advisory agreement, dated January 7, 2022, by and between the Company and the Advisor (the “Prior Advisory Agreement”),\nincluding with respect to the advisory fees payable by the Company to the Advisor, other than the date and term thereof. The base management\nfee and incentive fees under the New Advisory Agreement will be calculated in a manner identical to that of the Prior Advisory Agreement.\nThe New Advisory Agreement will continue in effect for an initial two year period from June 22, 2026, its effective date, and thereafter\nfrom year-to-year, provided that such continuance is specifically approved at least annually by (A) the vote of the Company’s board\nof directors (the “Board”), or by the vote of a majority of the outstanding voting securities of the Company, and (B) the\nvote of a majority of the Company’s directors who are not parties to the New Advisory Agreement or “interested persons”\n(as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”)) of any such party, in\naccordance with the requirements of the 1940 Act.\n\n \n\nThe New Advisory Agreement became effective on June 22, 2026, upon\nthe closing of the acquisition of Stellus Capital Management, LLC by Ridgepost Capital, LLC, which was completed on June 22, 2026, and\nresulted in a change in control of the Advisor. Ridgepost Capital, LLC’s parent company, Ridgepost Capital, Inc., is a reporting\ncompany listed on the New York Stock Exchange. Please reference Ridgepost Capital, Inc.’s periodic filings with the Securities and\nExchange Commission for additional information.\n\n \n\nThe foregoing description of the New Advisory Agreement is not complete\nand is qualified in its entirety by reference to the full text of the New Advisory Agreement, which is attached hereto as Exhibit 10.1."}