{"url_path":"/sec/ssss/8-k/2026-07-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1509470/0001493152-26-034015-index.html","accession_number":"0001493152-26-034015","cik":"0001509470","ticker":"SSSS","issuer_name":"Neostellar Capital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1509470/0001493152-26-034015-index.html","primary_entity_key":"0001509470","primary_entity_name":"Neostellar Capital Corp."},"word_count":621,"has_tables":true,"body_markdown":"**Item\n5.02.**\n**Departures\nof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**\n\n \n\nOn\nJuly 15, 2026, the Board, in accordance with its bylaws, increased the size of the Board from six to seven directors, creating a vacancy\nto be filled by a new director and to serve with the class of directors whose terms expire at the Company’s 2028 annual meeting\nof stockholders. In connection with the foregoing, the Board appointed Erik Falk as a director, effective July 15, 2026.\n\n \n\nMr.\nFalk, age 56, has served as a Partner and Head of Strategy of Magnetar since\nSeptember 2017. He has also served as a Senior Advisor of Star Mountain Capital since August 2017 and as an Advisory Board Member of\nWhite Hat Capital Partners since January 2021. Mr. Falk currently serves as a director of Great Elm Capital Corp., a business development\ncompany, since March 2021, as a director of Enable Injections, Inc. since February 2025, and as a director of Estately Operations LLC\nsince May 2026, and previously served as a director of Appgate Holdings LLC from September 2024 to June 2025. He also serves as an investment\ncommittee member of The Public Theater. Mr. Falk brings 34 years of financial services experience, including in investment banking, sales\nand trading, and investing.\n\n \n\nThe\nBoard has determined that Mr. Falk is not an “independent director” under the applicable listing standards of the Nasdaq\nGlobal Select Market because he is an “interested person” of the Company (as defined in Section 2(a)(19) of the 1940 Act).\nMr. Falk is an interested person of the Company by virtue of his affiliation with Magnetar, including Magnetar Holdings LLC, which, together\nwith certain current employees of the Company, jointly owns the Adviser. Accordingly, Mr. Falk will serve as one of the Company’s\ninterested directors. His term will expire at the Company’s 2028 annual meeting of stockholders, or until his successor is duly\nelected and qualified.\n\n \n\nMr.\nFalk will not receive any compensation from the Company for his service as a director because he is employed by, or otherwise affiliated\nwith, the Adviser and its affiliates, including Magnetar.\n\n \n\nMr. Falk was appointed\nas a director in connection with the externalization of the Company’s management structure pursuant to the Investment Advisory\nAgreement described in Item 1.01 of this Current Report on Form 8-K. Other than as described in this Current Report, there are no arrangements\nor understandings between Mr. Falk and any other persons pursuant to which he was appointed as a director.\n\n \n\nMr.\nFalk has, or may be deemed to have, an indirect interest in certain transactions between the Company and affiliates of Magnetar that\nmay require disclosure under Item 404(a) of Regulation S-K. In particular, (i) an affiliate of Magnetar, in which certain members of\nMr. Falk’s family have an indirect economic interest through a trust, made a loan to the Company in the amount of $20,000,000,\nas evidenced by the Note described in Item 2.03 of this Current Report on Form 8-K; (ii) an affiliate of Magnetar, in which Mr. Falk\nand/or such trust may have an indirect economic interest, is a member of the Adviser and, in connection with the appointment arrangement\ndescribed above, is entitled to certain cost reimbursements for staff and services provided to the Adviser in connection with its advisory\nservices; and (iii) an affiliate of Magnetar receives certain fees in connection with a portfolio investment held by the Company, in\nwhich Mr. Falk holds an indirect, non-controlling economic interest. Each of the foregoing transactions between the Company, the Adviser\nand affiliates of Magnetar has previously been disclosed to, and approved by, the Company’s Board of Directors and the Company’s\nstockholders, as applicable."}