RPC 8-K/A
Ridgepost Capital, Inc. (RPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 4, 2026 (
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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(IRS Employer |
(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
Not Applicable
(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:
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 or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading |
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Name of each exchange on which |
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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.
EXPLANATORY NOTE
The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Stellus would have achieved had the companies been combined during the periods presented in the pro forma financial information, and is not intended to project the future results of operations that the combined company may achieve after completion of the Transaction. Except as described above, this Amendment No. 1 does not otherwise amend, modify, or update the disclosures contained in the Original 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of Stellus as of and for the year ended December 31, 2025 are filed as Exhibit 99.1 hereto and are incorporated herein by reference. The consent of KPMG LLP, Stellus' independent auditor, is attached as Exhibit 23.1 to this Amendment No. 1.
The unaudited consolidated financial statements of Stellus as of March 31, 2026 and for the period from January 1, 2026 through March 31, 2026 are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated balance sheet as of and for the three months ended March 31, 2026, giving effect to the Transaction as if it had occurred on March 31, 2026,and the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025, giving effect to the Transaction as if it had occurred on January 1, 2025, are filed as Exhibit 99.3 hereto and are incorporated by reference.
(d) Exhibits
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Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Ridgepost Capital, Inc. |
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Date: September 4, 2026 |
/s/ Amanda Coussens |
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Amanda Coussens |
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Chief Financial Officer |
Exhibit 99.1
Stellus Capital Management, LLC and Subsidiary
Consolidated Financial Statements as of and for the year ended December 31, 2025, and Independent Auditor’s Report
C O N T E N T S
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1 |
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Consolidated Financial Statements: |
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3 |
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4 |
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5 |
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6 |
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7 |
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We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ KPMG LLP
Chicago, Illinois
September 4, 2026
2
Stellus Capital Management, LLC and Subsidiary
Consolidated Balance Sheet
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As of |
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December 31, |
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2025 |
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ASSETS |
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Cash and cash equivalents |
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$ |
1,169,541 |
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Accounts receivable |
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8,136 |
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Due from related parties |
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9,196,718 |
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Prepaid expenses and other assets |
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585,032 |
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Right-of-use assets |
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381,589 |
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Property and equipment, net |
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63,886 |
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Total assets |
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$ |
11,404,902 |
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LIABILITIES AND EQUITY |
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LIABILITIES |
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Accounts payable and accrued expenses |
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$ |
2,130,394 |
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Separation agreement obligation |
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12,734,789 |
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Due to related parties |
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111,988 |
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Accrued compensation and benefits |
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5,517,147 |
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Lease obligations |
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391,597 |
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Total liabilities |
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20,885,915 |
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EQUITY: |
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Members' equity |
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(9,574,178 |
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Noncontrolling interest |
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93,165 |
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Total equity |
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(9,481,013 |
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TOTAL LIABILITIES AND EQUITY |
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$ |
11,404,902 |
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The Notes to the Consolidated Financial Statements are an integral part of this statement
3
Stellus Capital Management, LLC and Subsidiary
Consolidated Statement of Operations
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For the Year |
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Ended December 31, |
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2025 |
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REVENUES |
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Management and advisory fees |
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$ |
38,277,184 |
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Total revenues |
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38,277,184 |
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OPERATING EXPENSES |
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Compensation and benefits |
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13,750,142 |
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Professional fees |
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1,289,293 |
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General, administrative and other |
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2,141,460 |
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Depreciation |
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51,031 |
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Total operating expenses |
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17,231,926 |
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OTHER INCOME |
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Other gains |
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96,121 |
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Total other income |
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96,121 |
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Income before income taxes |
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21,141,379 |
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Income tax expense |
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— |
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NET INCOME |
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$ |
21,141,379 |
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Less: net income attributable to noncontrolling interests |
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1,063,054 |
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NET INCOME ATTRIBUTABLE TO STELLUS CAPITAL MANAGEMENT, LLC |
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$ |
20,078,325 |
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The Notes to the Consolidated Financial Statements are an integral part of this statement
4
Stellus Capital Management, LLC and Subsidiary
Consolidated Statement of Changes in Equity
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Members' |
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Noncontrolling |
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Total |
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Equity |
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Interests |
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Equity |
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Balance at December 31, 2024 |
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$ |
(10,792,573 |
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$ |
93,165 |
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$ |
(10,699,408 |
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Adjustment to separation agreement obligation |
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2,758,485 |
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— |
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2,758,485 |
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Net income |
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20,078,325 |
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1,063,054 |
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21,141,379 |
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Distributions |
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(21,618,415 |
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(1,063,054 |
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(22,681,469 |
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Balance at December 31, 2025 |
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$ |
(9,574,178 |
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$ |
93,165 |
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$ |
(9,481,013 |
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The Notes to the Consolidated Financial Statements are an integral part of this statement
5
Stellus Capital Management, LLC and Subsidiary
Consolidated Statement of Cash Flows
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For the Year |
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Ended December 31, |
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
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$ |
21,141,379 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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51,031 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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1,071,867 |
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Right-of-use assets |
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(259,771 |
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Due from related parties |
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(795,499 |
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Prepaid expenses and other assets |
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(112,157 |
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Accounts payable and accrued expenses |
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918,360 |
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Due to related parties |
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(49,485 |
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Accrued compensation and benefits |
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80,257 |
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Lease obligation |
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258,525 |
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Net cash provided by operating activities |
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22,304,507 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of property and equipment |
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(38,373 |
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Net cash provided by investing activities |
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(38,373 |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Payments under separation agreement |
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(504,132 |
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Distributions |
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(21,618,415 |
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Distributions to noncontrolling interests |
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(1,063,054 |
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Net cash used in financing activities |
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(23,185,601 |
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Net change in cash, cash equivalents and restricted cash |
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(919,467 |
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CASH AND CASH EQUIVALENTS, beginning of year |
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2,089,008 |
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CASH AND CASH EQUIVALENTS, end of year |
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$ |
1,169,541 |
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For the Year |
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Ended December 31, |
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2025 |
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SUPPLEMENTAL INFORMATION |
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Cash paid for amounts included in lease obligation |
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$ |
202,193 |
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NON-CASH SUPPLEMENTAL INFORMATION |
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Additions to right-of-use assets |
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$ |
439,777 |
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Additions to lease liabilities |
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439,777 |
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The Notes to the Consolidated Financial Statements are an integral part of this statement
6
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements
Note 1. Organization and Nature of Business
Stellus Capital Management, LLC (“SCM”) was formed as a Delaware limited liability company on November 11, 2011, and operates pursuant to the terms of its Limited Liability Company Agreement (the “LLC Agreement”). The Company is owned by Stellus Capital Management Holdings, L.P. and SCM Holdings GP, LLC (collectively, the “Members”) and is managed by Stellus Capital Management Holdings, L.P. (solely, the “Managing Member”), its designated managing member in accordance with the LLC Agreement. Unless dissolved in accordance with the terms of its LLC Agreement or applicable Delaware law, the Company has perpetual existence.
The Company is an alternative asset management firm focused primarily on direct lending and other credit-oriented investment strategies. SCM provides investment management, advisory, administrative, and related services to its affiliated investment vehicles, including business development companies, private investment funds, separately managed accounts, and other investment structures (collectively, the “Funds”).
The Company’s principal operations consist of originating, structuring, underwriting, monitoring, and managing investments on behalf of the Funds. The Company earns management fees, incentive fees, and other performance-based compensation pursuant to investment management and advisory agreements with the Funds. The Company also earns fees, known as arranger fees, in connection with originating and arranging lending transactions for its portfolio companies, their borrowers and others.
SCM is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940. SCM’s offices are primarily located in Houston, Texas.
Note 2. Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of SCM and its consolidated subsidiary, Stellus Private BDC Advisor, LLC (collectively with SCM, the “Company”).
The consolidated financial statements of the Company are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All accounts are maintained in U.S. dollars.
The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiary over which the Company has a controlling financial interest. All significant intercompany accounts, transactions, profits, and losses have been eliminated in consolidation.
Noncontrolling interests represent the equity interests in consolidated subsidiaries that are not attributable, directly or indirectly, to the Company. Net income or loss and comprehensive income or loss are attributed to the Company and the noncontrolling interests based on their respective ownership interests.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the consolidated financial statements and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers any investment with an original maturity of three months or less to be a cash equivalent. Cash equivalents consist of investments held in a money market sweep account. At December 31, 2025, cash equivalents totaled $840,692.
The Notes to the Consolidated Financial Statements are an integral part of this statement
7
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements
Property and equipment
Property and equipment are stated at cost, less accumulated depreciation, and are depreciated over their estimated useful lives, ranging from 3 to 5 years, using the straight-line method beginning in the year an item was placed in service. Leasehold improvements, which are also stated at cost, less accumulated amortization, are amortized over the shorter of their estimated useful lives or the term of the leases.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and able to transact for an asset or liability at the measurement date. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then the Company ranks the estimated values based on the observability of the inputs used following the fair value hierarchy set forth by the Financial Accounting Standards Board (FASB).
As of December 31, 2025, the Company used the following valuation techniques to measure fair value for assets:
Level 1 – Assets were valued using the closing price reported in the active market in which the individual security was traded.
Level 2 – Assets were valued using quoted prices in markets that are not active, broker dealer quotations, and other methods by which all significant inputs were observable at the measurement date.
Level 3 – Assets were valued using unobservable inputs in which little or no market data exists as reported by the respective institutions at the measurement date.
The carrying values of financial instruments comprising cash and cash equivalents, prepaid and other assets, accounts payable, accounts receivable, due from related parties, and due to related parties approximate fair values due to the short-term maturities of these instruments.
Compensation and Benefits
The Company’s accounting policy for employee compensation follows ASC Topic 710, Compensation. Employee compensation is recorded in Compensation and Benefits in the Consolidated Statement of Operations.
The Company maintains a deferred compensation plan under which a portion of certain employees' incentive compensation is deferred and generally payable in installments over future periods, subject to the employees' continued employment through the applicable payment dates. The deferred amounts are intended to promote employee retention and are subject to forfeiture if the applicable service conditions are not satisfied.
Compensation expense associated with deferred awards is recognized over the requisite service period during which the employees provide the services necessary to earn the deferred compensation. A liability is recognized systematically and ratably as the related service condition is met and adjusted for actual forfeitures. Payments made under the plan reduce the related deferred compensation liability when settled.
Leases
The Company currently leases office space under operating lease arrangements. As these leases expire, it is expected that, in the normal course of business, they will be renewed or replaced. The Company must record a right-of-use asset and a lease obligation at the commencement date of the lease, other than for leases with an initial term of 12 months or less. As permitted under ASU 2016-02, the Company elects not to record short-term leases with an initial lease term less than 12 months on the Company’s Consolidated Balance Sheet. The Company has one lease with an initial term of 12 months or less. A lease obligation is initially and subsequently reported at the present value of the outstanding lease payments determined by discounting those lease payments over the remaining lease term using the incremental borrowing rate as of the commencement date. A right-of-use asset is initially reported at the present value of the corresponding lease obligation plus any prepaid lease payments and initial direct costs of entering into the lease, and reduced by any lease incentives. Subsequently, a right-of-use asset is reported at the present value of the lease obligation adjusted for any prepaid or accrued lease payments, remaining balances of any lease incentives received, unamortized initial direct costs of entering into the lease and any impairments of the right-of-use asset. The Company tests for possible impairments of right-of-use assets annually or
8
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements
more frequently whenever events or changes in circumstances indicate that the carrying value of a right-of-use asset may exceed its fair value. Subsequent to an impairment, the carrying value of the right-of-use asset is amortized on a straight-line basis over the remaining lease term.
Most lease agreements for office space that are classified as operating leases contain renewal options, rent escalation clauses or other lease incentives provided by the lessor. Lease expense is accrued to recognize lease escalation provisions and renewal options that are reasonably certain to be exercised, as well as lease incentives provided by the lessor, on a straight-line basis over the lease term and is reported in general, administrative and other expenses in the Consolidated Statement of Operations.
Additionally, upon amendments or other events, the Company may be required to remeasure its lease liability and right-of-use asset.
Revenue Recognition
Management Fees
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers.
The Company enters into contracts with its customers, which are arrangements with affiliated funds, investment vehicles, and managed accounts (collectively, the “clients”) to provide ongoing investment management services.
The Company’s investment management services represent a single performance obligation, as the individual activities (e.g., portfolio management, monitoring, and advisory services) are not distinct within the context of the contract and are provided as an integrated, continuous service.
The transaction price consists of management fees, which are generally variable in nature and are calculated based on a percentage of invested capital, committed capital, net asset value, portfolio value, or other investor-specific measures as defined in the applicable contracts. The variability in the transaction price is resolved over time and is generally determinable at the end of each reporting period. The Company includes variable consideration in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur.
Since the Company provides a single performance obligation, the entire transaction price is allocated to that obligation.
The Company recognizes revenue over time as the performance obligation is satisfied, as clients simultaneously receive and consume the benefits of the services as they are performed. Management fees are typically billed quarterly in arrears. Revenue is generally measured and recognized at the end of each reporting period when the underlying inputs used to calculate fees are finalized and any uncertainty associated with the variable consideration is resolved.
Incentive and Performance-Based Fees
Incentive and performance-based fees are dependent upon the financial performance of the underlying investment portfolios and are subject to contractual performance thresholds, cumulative return mechanics and other performance-based economics embedded within the governing advisory agreements including income-based and capital gains based incentive provisions.
Incentive and performance-based fees represent variable consideration. The Company estimates the amount of variable consideration to which it expects to be entitled and includes that amount in the transaction price only when it is probable that recognizing such revenue will not result in a significant reversal in a future reporting period as the uncertainty related to the underlying performance conditions is resolved.
The amount of incentive and performance-based fees earned is dependent upon future investment performance and other contractual conditions. Accordingly, the Company generally recognizes incentive and performance-based fee revenue when the applicable performance measurement period has concluded, contractual performance criteria have been achieved, and the fees are no longer subject to a significant risk of reversal.
9
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements
Arranger fees
The Company earns transaction-based fees, consisting of arranger fees and skim fees (collectively, "arranger fees"). Such fees are earned in connection with debt origination and placement, incremental debt raises, and other financing execution services. Fees are negotiated on a transaction-by-transaction basis and may be structured as a flat fee, a percentage of the borrower's upfront fee, or a proportional share of total lender economics.
The Company's arranger fee arrangements are executed through fee letters, amendments, or other agreements executed in connection with the underlying financing documents, which establish enforceable rights and obligations between the parties, including the fee amount, payment terms, and the specified financing event giving rise to the fee. In certain instances, fee arrangements may be established through oral agreements or customary business practices between the Company and the borrower. The borrower (or, where applicable, the participating lender or co-investor) is the Company's customer under ASC 606.
The Company's performance obligation is to arrange, structure, and execute the specified financing transaction. This represents a single performance obligation satisfied at a point in time upon successful completion of the applicable financing event.
Revenue is therefore recognized upon completion of the applicable transaction in an amount that reflects the consideration the Company expects to receive under the terms of the arrangement. Because arranger fees are contingent upon the successful execution of the underlying financing transaction, no revenue is recognized until the financing arrangement has closed and collection is considered probable. The timing and amount of arranger fee revenue may vary significantly from period to period based on the volume, size, and structure of financing transactions completed during the period.
Remaining performance obligations
The Company has elected the practical expedient in ASC 606-10-50-14(b) for management and performance-based fees as the consideration to which it is entitled corresponds directly with the value of the services transferred to customers.
The Company has elected the practical expedient in ASC 606-10-50-14(a)for arranger fees.
Accounts receivable
Accounts receivable consist primarily of amounts due from investment funds, portfolio companies, managed accounts, and other counterparties for management fees, incentive fees, transaction-based fees, and reimbursable expenses. Accounts receivable are recorded at the invoiced amount and are generally due within one year.
The Company maintains an allowance for expected credit losses, which represents management's estimate of expected losses over the contractual life of the receivables and is recorded through a provision for credit losses in the accompanying Consolidated Statement of Operations.
In determining the allowance for expected credit losses, the Company considers historical collection experience, the aging of outstanding receivables, current economic conditions, the financial condition and creditworthiness of counterparties, and reasonable and supportable forecasts affecting collectability. The Company evaluates receivables on a collective basis when similar risk characteristics exist and may evaluate specific receivables individually when collection concerns are identified.
Receivables are written off when management determines that collection is not probable and all reasonable collection efforts have been exhausted. Recoveries of amounts previously written off are recorded when received.
At each reporting date, management evaluates the adequacy of the allowance for expected credit losses and adjusts the allowance as necessary based on facts and circumstances existing at that date.
The allowance for expected credit losses was $0 as of December 31, 2025.
10
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements
Income Taxes
The Company is not subject to federal income taxes. The members are responsible for reporting their proportionate share of the Company’s income on their separate tax returns. Accordingly, no federal income tax accruals have been provided for in the accompanying consolidated financial statements. The Company is subject to franchise taxes in Texas.
Accounting principles generally accepted in the United States of America set forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Company did not have any unrecognized tax benefits in the accompanying consolidated financial statements. In the normal course of business, the Company is subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2022 forward (with limited exceptions).
The Company accounts for uncertain tax positions in accordance with ASC 740-10, Income Taxes. ASC 740-10 provides several clarifications related to uncertain tax positions. Most notably, a “more likely-than-not” standard for initial recognition of tax positions, a presumption of audit detection and a measurement of recognized tax benefits based on the largest amount that has a greater than 50 percent likelihood of realization. ASC 740-10 applies a two-step process to determine the amount of tax benefit to be recognized in the financial statements. First, the Company must determine whether any amount of the tax benefit may be recognized. Second, the Company determines how much of the tax benefit should be recognized (this would only apply to tax positions that qualify for recognition). Accordingly, the Company has not recognized any material penalty, interest or tax impact related to uncertain tax positions.
Risks and Uncertainties
In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties. The Company’s maximum exposure under these arrangements is unknown as they involve future claims that have not occurred and may not occur. However, based on past experience, management expects the risk of loss to be remote.
Recent Accounting Pronouncements
Pronouncements not yet adopted
On November 4, 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures ("ASU 2024-03"), which requires additional disclosure of the nature of expenses included in the Consolidated Statement of Operations. The standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the Consolidated Statement of Operations as well as disclosures about selling expenses. ASU 2024-03 is effective for our fiscal year beginning on January 1, 2027, and interim periods beginning on January 1, 2028. Entities should apply the guidance prospectively although retrospective application is permitted. The Company is evaluating the effects of this pronouncement on our financial reporting.
Note 3. Revenue
The following presents revenues disaggregated by nature:
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For the Year |
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Ended December 31, |
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2025 |
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Management fees |
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$ |
30,380,628 |
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Incentive and performance-based fees |
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6,759,914 |
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Arranger fees |
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1,136,642 |
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Total revenues |
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$ |
38,277,184 |
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11
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements
Note 4. Property and Equipment
Property and equipment, net as of December 31, 2025 is summarized as follows:
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As of December 31, |
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2025 |
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Furniture and fixtures |
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$ |
68,979 |
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Computers and purchased software |
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377,350 |
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Leasehold improvements |
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122,496 |
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568,825 |
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Less: accumulated depreciation |
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(504,939 |
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Total property and equipment, net |
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$ |
63,886 |
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Depreciation expense amounted to $51,031 for the year ended December 31, 2025.
Note 5. 401(k) Retirement Plan and Deferred Compensation Plan
401(k) Retirement Plan
The Company has a 401(k) defined contribution pension plan, which generally covers all members and full-time employees meeting certain service requirements. The Company’s contribution to this plan for the year ended December 31, 2025 amounted to $276,597, which is included in compensation and benefits in the Consolidated Statement of Operations.
Deferred Compensation Plan
The Company maintains a deferred compensation plan for certain employees and executives designed to promote employee retention and align compensation with the Company's long-term objectives. Under the plan, eligible participants may receive a portion of their annual incentive compensation in the form of deferred cash awards.
Deferred awards are generally payable in installments over a specified service period, typically three years from the date of award. Participants must remain employed by the Company through the applicable vesting and payment dates to receive the deferred compensation. Unvested amounts are generally forfeited upon termination of employment as defined in the plan documents.
The Company accounts for deferred compensation awards as service-based compensation arrangements. Compensation expense is recognized over the requisite service period during which employees are required to provide service in exchange for the awards. A corresponding liability is accrued in a systematic and rational manner as the service condition is met for the portion of the awards earned as of each reporting date. Compensation expense is adjusted for actual forfeitures.
As of December 31, 2025, the Company had accrued deferred compensation liabilities related to the deferred compensation plan of $0, which are included within accrued compensation and benefits in the accompanying Consolidated Balance Sheet.
For the year ended December 31, 2025, the Company recognized deferred compensation expense of $1,994,310, which is included within compensation and benefits expense in the accompanying Consolidated Statement of Operations.
Future payments under the deferred compensation plan are contingent upon participants satisfying the applicable service requirements and, therefore, do not represent fixed contractual obligations until vested.
The following presents future deferred compensation payments owed to employees as follows:
2026 |
|
$ |
1,992,059 |
|
2027 |
|
|
1,379,784 |
|
2028 |
|
|
737,740 |
|
Total deferred compensation |
|
$ |
4,109,583 |
|
12
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements
Note 6. Commitments and Contingencies
Operating Leases
The Company currently leases space in Bethesda, Maryland and Houston, Texas. At December 31, 2025, the Company’s leases have a remaining term of less than 2 years with a three-year and five-year renewal option, respectively. In May 2025, the Houston, Texas lease was renewed which required a remeasurement of the lease resulting in the additions of right-of-use assets and lease liabilities. Since the rents at the beginning of the renewal period will adjust to market rents, the renewal option does not create an economic incentive for the Company to exercise its options. Since the property is neither unique nor specialized and no other economic incentives exist, SCM concluded that, at the lease commencement date, while the options are reasonably certain of exercise, the leases renew at a market rental rate. As a result, the extended option periods are not included in SCM’s right-of-use asset and lease liability calculations.
The lease commitments provide for minimum annual rental payments, net of amounts prepaid, as of December 31, 2025 and are as follows:
2026 |
|
$ |
283,164 |
|
2027 |
|
|
124,925 |
|
Total future minimum lease payments |
|
|
408,089 |
|
Less: Imputed interest |
|
|
(16,492 |
) |
Total lease obligation |
|
$ |
391,597 |
|
During the year ended December 31, 2025, the Company recognized rent expense on operating leases of $200,948, and such amount is included in general, administrative and other expenses in the Consolidated Statement of Operations.
In determining the lease obligation on the Consolidated Balance Sheet, the Company utilized a discount rate of 5.98%.
Contingencies
The Company is subject to claims, legal proceedings and other contingencies in the ordinary course of its business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved unfavorably to the Company. The Company establishes accruals for matters that are probable and can be reasonably estimated. Management believes that any liability in excess of these accruals upon the ultimate resolution of these matters will not have a material adverse effect on the financial condition of the Company.
Note 7. Related Party Transactions
As described in Note 1, the Company provides investment management and advisory services to its affiliates for which the Company receives management and performance-based fees. During the year ended December 31, 2025, the Company earned management fees and incentive fees of $30,380,628 and $6,759,914, respectively, from these affiliates, of which $7,499,861 remained payable by December 31, 2025.
The Company serves as administrator to Stellus Capital Investment Corporation and to Stellus Private Credit BDC (collectively, the “affiliates”) pursuant to separate administration agreements (each, an "Administration Agreement"). Under each Administration Agreement, the Company furnishes the applicable affiliate with office facilities and equipment and provides, or oversees the provision of, the clerical, bookkeeping, record keeping, and other administrative services necessary to conduct the affiliate's day-to-day operations.
Payments to the Company under each Administration Agreement are based on the applicable affiliate's allocable portion of the Company's overhead incurred in performing its obligations under the Administration Agreement, including rent, compliance function costs, and the allocable portion of the cost of the Company's Chief Financial Officer, Chief Compliance Officer, and their respective staff. To the extent the Company outsources any of its functions under an Administration Agreement, the applicable affiliate reimburses the associated third-party fees on a direct pass-through basis, without any incremental profit to the Company.
Under the Administration Agreements, the Company incurs certain costs on behalf of its affiliated entities, including occupancy, compliance, and other administrative costs. The Company has concluded that it is acting as an agent with respect to these expenditures because the underlying goods and services are obtained for the benefit of the affiliates and the Company does not control the related goods or services before they are transferred to the affiliates. Accordingly, reimbursements
13
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements
received from the affiliates represent recoveries of costs paid on their behalf and are recorded as reductions of the related expenses or as receivable settlements, as applicable, rather than as revenue under ASC 606.
These certain expenses incurred by the affiliates are paid upfront and are reimbursed from the affiliates as permissible per the Administration Agreements. As of December 31, 2025, the total accounts receivable from the affiliates totaled $9,196,718, of which $1,696,847 related to reimbursable expenses. Reimbursable expenses incurred and management and performance-based fees earned but not yet received are included in Due from related parties on the Consolidated Balance Sheet.
Note 8. Members’ Equity
A limited liability company agreement (the “LLC Agreement”) governs the management of SCM and the rights, preferences, and privileges of members. No member of the LLC shall be personally obligated for any liability of the LLC or of any other member solely by reason of being a member of the LLC, except as expressly provided in the LLC Agreement.
Ownership of SCM is evidenced by the LLC Agreement between Stellus Capital Management Holdings, L.P. at 99% and SCM Holdings GP, LLC at 1%.
Management Fee and other fee revenue, net of expenses, are allocated to the Members on a pro rata basis as defined in the Agreement.
Note 9. Separation Agreement and Redemption Obligations
Effective July 21, 2023 (the "Separation Date"), the Company executed a Separation Agreement (the "Agreement") with a former executive and equity holder of the Members (the "Departing Partner").
In exchange for the forfeiture and redemption of such ownership interests, the Company agreed to provide the Departing Partner future contingent payments (the “Sunset Distributions”) subject to a stated maximum.
The terms of the Agreement provide for sunset distributions which are payable over multiple years and are subject to significant contingent features, including distributable income thresholds, payment deferral provisions, clawback rights, restrictive covenant compliance requirements, and offsets associated with certain future liquidity events. The Agreement generally provides for annual payments until the aggregate payment cap is reached.
The Agreement further provides that if a change-in-control were to occur, that the Departing Partner will participate in 7.5% of the Company’s distributable proceeds, subject to offsets for prior sunset distributions and the overall aggregate payment limitation, instead of the previously referenced annual payments.
The Agreement also contains customary restrictive covenant provisions, including non-compete, non-solicitation, confidentiality, and non-disparagement obligations.
The Company accounts for the Agreement as an equity redemption. The Company recognizes liabilities associated with the estimated redemption obligations as amounts become probable and reasonably estimable based on the facts and circumstances.
As of December 31, 2025, the Company had recorded a liability of $12.7 million related to the estimated distribution obligations classified as current in the accompanying Consolidated Balance Sheet due to the announcement of the acquisition of the Company by P10 Intermediate Holdings, LLC on February 5, 2026. See Note 11 Subsequent Events for further detail on the transaction. During the year ended December 31, 2025, the Company made cash payments of $504,132 that were accounted for as a reduction of the separation agreement obligation pursuant to the Agreement.
Note 10. Concentrations
The Company maintains the majority of its cash and cash equivalents balances in a single financial institution. The balances in these accounts usually exceed the insurance limits of the Federal Deposit Insurance Corporation. The Company is subject to credit risk should this financial institution be unable to fulfill its obligations. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such deposits.
14
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements
Note 11. Subsequent Events
On February 5, 2026, the Company announced it entered into a definitive agreement with P10 Intermediate Holdings, LLC, an affiliate of Ridgepost Capital, Inc. (formerly known as P10, Inc.) (“Ridgepost”), pursuant to which Ridgepost will acquire Stellus Capital Management (the “Transaction”).
Pursuant to the terms of the Transaction, Stellus Capital Management and the Advisor will continue to be managed by their current partners, who will retain control of Stellus Capital Management and its subsidiary’s day-to-day operations, including investment decisions and investment committee processes.
On June 22, 2026, the Transaction with P10 Intermediate Holdings, LLC closed. Along with the closing of the Transaction the change of control provision in the Agreement with the Departing Partner was satisfied and the Separation agreement obligation was settled for $12.5 million.
In accordance with ASC 855, Subsequent Events, the Company evaluated all material events or transactions that occurred after December 31, 2025, the Consolidated Balance Sheet date, through September 4, 2026, the date the consolidated financial statements were issued, and determined no additional events or transactions which would materially impact the consolidated financial statements.
15
Exhibit 99.2
Stellus Capital Management, LLC and Subsidiary
Consolidated Financial Statements (Unaudited) as of March 31, 2026 and for the period from January 1, 2026 through March 31, 2026
C O N T E N T S
|
Page |
Consolidated Financial Statements: |
|
1 |
|
2 |
|
3 |
|
4 |
|
5 |
|
|
|
Stellus Capital Management, LLC and Subsidiary
Consolidated Balance Sheet (Unaudited)
|
|
As of |
|
|
|
|
March 31, |
|
|
|
|
2026 |
|
|
ASSETS |
|
|
||
Cash and cash equivalents |
|
$ |
1,228,163 |
|
Accounts receivable |
|
|
3,292 |
|
Due from related parties |
|
|
9,140,544 |
|
Prepaid expenses and other assets |
|
|
530,970 |
|
Right-of-use assets |
|
|
317,140 |
|
Property and equipment, net |
|
|
62,691 |
|
Total assets |
|
$ |
11,282,800 |
|
LIABILITIES AND EQUITY |
|
|
||
LIABILITIES |
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
2,580,986 |
|
Separation agreement obligation |
|
|
12,610,084 |
|
Due to related parties |
|
|
220,583 |
|
Accrued compensation and benefits |
|
|
1,722,665 |
|
Lease obligations |
|
|
326,818 |
|
Total liabilities |
|
|
17,461,136 |
|
EQUITY: |
|
|
|
|
Members' equity |
|
|
(6,271,501 |
) |
Noncontrolling interest |
|
|
93,165 |
|
Total equity |
|
|
(6,178,336 |
) |
TOTAL LIABILITIES AND EQUITY |
|
$ |
11,282,800 |
|
The Notes to the Consolidated Financial Statements are an integral part of this statement
1
Stellus Capital Management, LLC and Subsidiary
Consolidated Statement of Operations (Unaudited)
|
|
For the Three Months |
|
|
|
|
Ended March 31, |
|
|
|
|
2026 |
|
|
REVENUES |
|
|
|
|
Management and advisory fees |
|
$ |
8,551,391 |
|
Total revenues |
|
|
8,551,391 |
|
OPERATING EXPENSES |
|
|
|
|
Compensation and benefits |
|
|
3,537,123 |
|
Professional fees |
|
|
632,105 |
|
General, administrative and other |
|
|
820,335 |
|
Depreciation |
|
|
12,236 |
|
Total expenses |
|
|
5,001,799 |
|
OTHER INCOME |
|
|
|
|
Other income |
|
|
15,464 |
|
Total other income |
|
|
15,464 |
|
Income before income taxes |
|
|
3,565,056 |
|
Income tax expense |
|
|
— |
|
NET INCOME |
|
$ |
3,565,056 |
|
Less: net income attributable to noncontrolling interests |
|
|
267,374 |
|
NET INCOME ATTRIBUTABLE TO STELLUS CAPITAL MANAGEMENT, LLC |
|
$ |
3,297,682 |
|
The Notes to the Consolidated Financial Statements are an integral part of this statement
2
Stellus Capital Management, LLC and Subsidiary
Consolidated Statement of Changes in Equity (Unaudited)
|
|
Members' |
|
|
Noncontrolling |
|
|
Total |
|
|||
|
|
Equity |
|
|
Interests |
|
|
Equity |
|
|||
Balance at December 31, 2025 |
|
$ |
(9,574,178 |
) |
|
$ |
93,165 |
|
|
$ |
(9,481,013 |
) |
Net income |
|
|
3,297,682 |
|
|
|
267,374 |
|
|
|
3,565,056 |
|
Contributions |
|
|
4,995 |
|
|
|
— |
|
|
|
4,995 |
|
Distributions |
|
|
— |
|
|
|
(267,374 |
) |
|
|
(267,374 |
) |
Balance at March 31, 2026 |
|
$ |
(6,271,501 |
) |
|
$ |
93,165 |
|
|
$ |
(6,178,336 |
) |
The Notes to the Consolidated Financial Statements are an integral part of this statement
3
Stellus Capital Management, LLC and Subsidiary
Consolidated Statement of Cash Flows (Unaudited)
|
|
For the Three Months |
|
|
|
|
Ended March 31, |
|
|
|
|
2026 |
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
Net income |
|
$ |
3,565,056 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
Depreciation and amortization |
|
|
12,236 |
|
Changes in operating assets and liabilities: |
|
|
|
|
Accounts receivable |
|
|
4,844 |
|
Right-of-use assets |
|
|
64,449 |
|
Due from related parties |
|
|
56,174 |
|
Prepaid expenses and other assets |
|
|
54,062 |
|
Accounts payable and accrued expenses |
|
|
450,592 |
|
Due to related parties |
|
|
108,595 |
|
Accrued compensation and benefits |
|
|
(3,794,482 |
) |
Lease obligation |
|
|
(64,779 |
) |
Net cash provided by operating activities |
|
|
456,747 |
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
Purchase of furniture, equipment and leasehold improvements |
|
|
(11,042 |
) |
Net cash used by investing activities |
|
|
(11,042 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
Payments under separation agreement |
|
|
(124,705 |
) |
Contributions |
|
|
4,996 |
|
Distributions to noncontrolling interest |
|
|
(267,374 |
) |
Net cash used in financing activities |
|
|
(387,083 |
) |
Net change in cash, cash equivalents and restricted cash |
|
|
58,622 |
|
CASH AND CASH EQUIVALENTS, beginning of period |
|
|
1,169,541 |
|
CASH AND CASH EQUIVALENTS, end of period |
|
$ |
1,228,163 |
|
|
|
For the Three Months |
|
|
|
|
Ended March 31, |
|
|
|
|
2026 |
|
|
SUPPLEMENTAL INFORMATION |
|
|
|
|
Cash paid for amounts included in lease obligation |
|
$ |
69,963 |
|
The Notes to the Consolidated Financial Statements are an integral part of this statement
4
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements (Unaudited)
Note 1. Organization and Nature of Business
Stellus Capital Management, LLC (“SCM”) was formed as a Delaware limited liability company on November 11, 2011, and operates pursuant to the terms of its Limited Liability Company Agreement (the “LLC Agreement”). The Company is owned by Stellus Capital Management Holdings, L.P. and SCM Holdings GP, LLC (collectively, the “Members”) and is managed by Stellus Capital Management Holdings, L.P. (solely, the “Managing Member”), its designated managing member in accordance with the LLC Agreement. Unless dissolved in accordance with the terms of its LLC Agreement or applicable Delaware law, the Company has perpetual existence.
The Company is an alternative asset management firm focused primarily on direct lending and other credit-oriented investment strategies. SCM provides investment management, advisory, administrative, and related services to its affiliated investment vehicles, including business development companies, private investment funds, separately managed accounts, and other investment structures (collectively, the “Funds”).
The Company’s principal operations consist of originating, structuring, underwriting, monitoring, and managing investments on behalf of the Funds. The Company earns management fees, incentive fees, and other performance-based compensation pursuant to investment management and advisory agreements with the Funds. The Company also earns fees, known as arranger fees, in connection with originating and arranging lending transactions for its portfolio companies, their borrowers and others.
SCM is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940. SCM’s offices are primarily located in Houston, Texas.
Note 2. Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of SCM and its consolidated subsidiary, Stellus Private BDC Advisor, LLC (collectively with SCM, the “Company”).
The consolidated financial statements of the Company are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All accounts are maintained in U.S. dollars.
The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiary over which the Company has a controlling financial interest. All significant intercompany accounts, transactions, profits, and losses have been eliminated in consolidation.
Noncontrolling interests represent the equity interests in consolidated subsidiaries that are not attributable, directly or indirectly, to the Company. Net income or loss and comprehensive income or loss are attributed to the Company and the noncontrolling interests based on their respective ownership interests.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the consolidated financial statements and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers any investment with an original maturity of three months or less to be a cash equivalent. Cash equivalents consist of investments held in a money market sweep account. At March 31, 2026, cash equivalents totaled $956,417.
Furniture, Equipment and Leasehold Improvements
Furniture, equipment and leasehold improvements are stated at cost, less accumulated depreciation, and are depreciated over their estimated useful lives, ranging from 3 to 5 years, using the straight-line method beginning in the year an item was placed in service. Leasehold improvements, which are also stated at cost, less accumulated amortization, are amortized over the shorter of their estimated useful lives or the term of the leases.
5
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements (Unaudited)
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and able to transact for an asset or liability at the measurement date. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then the Company ranks the estimated values based on the observability of the inputs used following the fair value hierarchy set forth by the Financial Accounting Standards Board (FASB).
At March 31, 2026, the Company used the following valuation techniques to measure fair value for assets:
Level 1 – Assets were valued using the closing price reported in the active market in which the individual security was traded.
Level 2 – Assets were valued using quoted prices in markets that are not active, broker dealer quotations, and other methods by which all significant inputs were observable at the measurement date.
Level 3 – Assets were valued using unobservable inputs in which little or no market data exists as reported by the respective institutions at the measurement date.
The carrying values of financial instruments comprising cash, prepaid and other assets, accounts payable, accounts receivable, due from related parties, and due to related parties approximate fair values due to the short-term maturities of these instruments.
Compensation and Benefits
The Company’s accounting policy for employee compensation follows ASC Topic 710, Compensation. Employee compensation is recorded in Compensation and Benefits in the Consolidated Statement of Operations.
The Company maintains a deferred compensation plan under which a portion of certain employees' incentive compensation is deferred and generally payable in installments over future periods, subject to the employees' continued employment through the applicable payment dates. The deferred amounts are intended to promote employee retention and are subject to forfeiture if the applicable service conditions are not satisfied.
Compensation expense associated with deferred awards is recognized over the requisite service period during which the employees provide the services necessary to earn the deferred compensation. A liability is recognized systematically and ratably as the related service condition is met and adjusted for actual forfeitures. Payments made under the plan reduce the related deferred compensation liability when settled.
Leases
The Company currently leases office space under operating lease arrangements. As these leases expire, it is expected that, in the normal course of business, they will be renewed or replaced. The Company must record a right-of-use asset and a lease obligation at the commencement date of the lease, other than for leases with an initial term of 12 months or less. As permitted under ASU 2016-02, the Company elects not to record short-term leases with an initial lease term less than 12 months on the Company’s Consolidated Balance Sheet. The Company has one lease with an initial term of 12 months or less. A lease obligation is initially and subsequently reported at the present value of the outstanding lease payments determined by discounting those lease payments over the remaining lease term using the incremental borrowing rate as of the commencement date. A right-of-use asset is initially reported at the present value of the corresponding lease obligation plus any prepaid lease payments and initial direct costs of entering into the lease, and reduced by any lease incentives. Subsequently, a right-of-use asset is reported at the present value of the lease obligation adjusted for any prepaid or accrued lease payments, remaining balances of any lease incentives received, unamortized initial direct costs of entering into the lease and any impairments of the right-of-use asset. The Company tests for possible impairments of right-of-use assets annually or more frequently whenever events or changes in circumstances indicate that the carrying value of a right-of-use asset may exceed its fair value. Subsequent to an impairment, the carrying value of the right-of-use asset is amortized on a straight-line basis over the remaining lease term.
Most lease agreements for office space that are classified as operating leases contain renewal options, rent escalation clauses or other lease incentives provided by the lessor. Lease expense is accrued to recognize lease escalation provisions and renewal options that are reasonably certain to be exercised, as well as lease incentives provided by the lessor, on a straight-line basis over the lease term and is reported in general, administrative and other expenses in the Consolidated Statement of Operations.
Additionally, upon amendments or other events, the Company may be required to remeasure its lease liability and right-of-use asset.
6
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements (Unaudited)
Revenue Recognition
Management Fees
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers.
The Company enters into contracts with its customers, which are arrangements with affiliated funds, investment vehicles, and managed accounts (collectively, the “clients”) to provide ongoing investment management services.
The Company’s investment management services represent a single performance obligation, as the individual activities (e.g., portfolio management, monitoring, and advisory services) are not distinct within the context of the contract and are provided as an integrated, continuous service.
The transaction price consists of management fees, which are generally variable in nature and are calculated based on a percentage of invested capital, committed capital, net asset value, portfolio value, or other investor-specific measures as defined in the applicable contracts. The variability in the transaction price is resolved over time and is generally determinable at the end of each reporting period. The Company includes variable consideration in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur.
Since the Company provides a single performance obligation, the entire transaction price is allocated to that obligation.
The Company recognizes revenue over time as the performance obligation is satisfied, as clients simultaneously receive and consume the benefits of the services as they are performed. Management fees are typically billed quarterly in arrears. Revenue is generally measured and recognized at the end of each reporting period when the underlying inputs used to calculate fees are finalized and any uncertainty associated with the variable consideration is resolved.
Incentive and Performance-Based Fees
Incentive and performance-based fees are dependent upon the financial performance of the underlying investment portfolios and are subject to contractual performance thresholds, cumulative return mechanics and other performance-based economics embedded within the governing advisory agreements including income-based and capital gains based incentive provisions.
Incentive and performance-based fees represent variable consideration. The Company estimates the amount of variable consideration to which it expects to be entitled and includes that amount in the transaction price only when it is probable that recognizing such revenue will not result in a significant reversal in a future reporting period as the uncertainty related to the underlying performance conditions is resolved.
The amount of incentive and performance-based fees earned is dependent upon future investment performance and other contractual conditions. Accordingly, the Company generally recognizes incentive and performance-based fee revenue when the applicable performance measurement period has concluded, contractual performance criteria have been achieved, and the fees are no longer subject to a significant risk of reversal.
Arranger fees
The Company earns transaction-based fees, consisting of arranger fees and skim fees (collectively, "arranger fees"). Such fees are earned in connection with debt origination and placement, incremental debt raises, and other financing execution services. Fees are negotiated on a transaction-by-transaction basis and may be structured as a flat fee, a percentage of the borrower's upfront fee, or a proportional share of total lender economics.
The Company's arranger fee arrangements are executed through fee letters, amendments, or other agreements executed in connection with the underlying financing documents, which establish enforceable rights and obligations between the parties, including the fee amount, payment terms, and the specified financing event giving rise to the fee. In certain instances, fee arrangements may be established through oral agreements or customary business practices between the Company and the borrower. The borrower (or, where applicable, the participating lender or co-investor) is the Company's customer under ASC 606.
The Company's performance obligation is to arrange, structure, and execute the specified financing transaction. This represents a single performance obligation satisfied at a point in time upon successful completion of the applicable financing event.
Revenue is therefore recognized upon completion of the applicable transaction in an amount that reflects the consideration the Company expects to receive under the terms of the arrangement. Because arranger fees are contingent upon the successful execution
7
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements (Unaudited)
of the underlying financing transaction, no revenue is recognized until the financing arrangement has closed and collection is considered probable. The timing and amount of arranger fee revenue may vary significantly from period to period based on the volume, size, and structure of financing transactions completed during the period.
Remaining performance obligations
The Company has elected the practical expedient in ASC 606-10-50-14(b) for management and performance-based fees as the consideration to which it is entitled corresponds directly with the value of the services transferred to customers.
The Company has elected the practical expedient in ASC 606-10-50-14(a)for arranger fees.
Accounts receivable
Accounts receivable consist primarily of amounts due from investment funds, portfolio companies, managed accounts, and other counterparties for management fees, incentive fees, transaction-based fees, and reimbursable expenses. Accounts receivable are recorded at the invoiced amount and are generally due within one year.
The Company maintains an allowance for expected credit losses, which represents management's estimate of expected losses over the contractual life of the receivables and is recorded through a provision for credit losses in the accompanying statements of operations.
In determining the allowance for expected credit losses, the Company considers historical collection experience, the aging of outstanding receivables, current economic conditions, the financial condition and creditworthiness of counterparties, and reasonable and supportable forecasts affecting collectability. The Company evaluates receivables on a collective basis when similar risk characteristics exist and may evaluate specific receivables individually when collection concerns are identified.
Receivables are written off when management determines that collection is not probable and all reasonable collection efforts have been exhausted. Recoveries of amounts previously written off are recorded when received.
At each reporting date, management evaluates the adequacy of the allowance for expected credit losses and adjusts the allowance as necessary based on facts and circumstances existing at that date.
The allowance for expected credit losses was $0 as of March 31, 2026.
Income Taxes
The Company is not subject to federal income taxes. The members are responsible for reporting their proportionate share of the Company’s income on their separate tax returns. Accordingly, no federal income tax accruals have been provided for in the accompanying consolidated financial statements. The Company is subject to franchise taxes in Texas.
Accounting principles generally accepted in the United States of America set forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Company did not have any unrecognized tax benefits in the accompanying financial statements. In the normal course of business, the Company is subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of March 31, 2026, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2022 forward (with limited exceptions).
The Company accounts for uncertain tax positions in accordance with ASC 740-10, Income Taxes. ASC 740-10 provides several clarifications related to uncertain tax positions. Most notably, a “more likely-than-not” standard for initial recognition of tax positions, a presumption of audit detection and a measurement of recognized tax benefits based on the largest amount that has a greater than 50 percent likelihood of realization. ASC 740-10 applies a two-step process to determine the amount of tax benefit to be recognized in the financial statements. First, the Company must determine whether any amount of the tax benefit may be recognized. Second, the Company determines how much of the tax benefit should be recognized (this would only apply to tax positions that qualify for recognition). Accordingly, the Company has not recognized any material penalty, interest or tax impact related to uncertain tax positions.
Risks and Uncertainties
In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties. The Company’s maximum exposure under these arrangements is unknown as they involve future claims that have not occurred and may
8
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements (Unaudited)
not occur. However, based on past experience, management expects the risk of loss to be remote.
Recent Accounting Pronouncements
Pronouncements not yet adopted
On November 4, 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures ("ASU 2024-03"), which requires additional disclosure of the nature of expenses included in the Consolidated Statement of Operations. The standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the Consolidated Statement of Operations as well as disclosures about selling expenses. ASU 2024-03 is effective for our fiscal year beginning on January 1, 2027, and interim periods beginning on January 1, 2028. Entities should apply the guidance prospectively although retrospective application is permitted. The Company is evaluating the effects of this pronouncement on our financial reporting.
Note 3. Revenue
The following presents revenues disaggregated by nature:
|
|
For the Three Months |
|
|
|
|
Ended March 31, |
|
|
|
|
2026 |
|
|
|
|
|
|
|
Management fees |
|
$ |
7,998,685 |
|
Incentive and performance-based fees |
|
|
522,706 |
|
Arranger fees |
|
|
30,000 |
|
Total revenues |
|
$ |
8,551,391 |
|
Note 4. Furniture, Equipment and Leasehold Improvements
Property and equipment, net as of March 31, 2026 is summarized as follows:
|
|
As of March 31, |
|
|
|
|
2026 |
|
|
Furniture and fixtures |
|
$ |
68,979 |
|
Computers and purchased software |
|
|
388,392 |
|
Leasehold improvements |
|
|
122,496 |
|
|
|
|
579,867 |
|
Less: accumulated depreciation |
|
|
(517,176 |
) |
Total property and equipment, net |
|
$ |
62,691 |
|
Depreciation expense amounted to $12,236 for the quarter ended March 31, 2026.
Note 5. 401(k) Retirement Plan and Deferred Compensation Plan
401(k) Retirement Plan
The Company has a 401(k) defined contribution pension plan, which generally covers all members and full-time employees meeting certain service requirements. The Company’s contribution to this plan for the quarter ended March 31, 2026 amounted to $81,081, which is included in compensation and benefits in the Consolidated Statement of Operations.
Deferred Compensation Plan
The Company maintains a deferred compensation plan for certain employees and executives designed to promote employee retention and align compensation with the Company's long-term objectives. Under the plan, eligible participants may receive a portion of their annual incentive compensation in the form of deferred cash awards.
Deferred awards are generally payable in installments over a specified service period, typically three years from the date of award. Participants must remain employed by the Company through the applicable vesting and payment dates to receive the deferred
9
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements (Unaudited)
compensation. Unvested amounts are generally forfeited upon termination of employment as defined in the plan documents.
The Company accounts for deferred compensation awards as service-based compensation arrangements. Compensation expense is recognized over the requisite service period during which employees are required to provide service in exchange for the awards. A corresponding liability is accrued in a systematic and rational manner as the service condition is met for the portion of the awards earned as of each reporting date. Compensation expense is adjusted for actual forfeitures.
As of March 31, 2026, the Company had accrued deferred compensation liabilities related to the deferred compensation plan of $528,386, which are included within accrued compensation and benefits in the accompanying Consolidated Balance Sheet.
For the quarter ended March 31, 2026, the Company recognized deferred compensation expense of $528,386, which is included within compensation and benefits expense in the accompanying Consolidated Statement of Operations.
Future payments under the deferred compensation plan are contingent upon participants satisfying the applicable service requirements and, therefore, do not represent fixed contractual obligations until vested.
The following presents future deferred compensation payments owed to employees as follows:
2026 |
|
$ |
1,709,226 |
|
2027 |
|
|
1,154,451 |
|
2028 |
|
|
609,907 |
|
Total deferred compensation |
|
$ |
3,473,584 |
|
Note 6. Commitments and Contingencies
Operating Leases
The Company currently leases space in Bethesda, Maryland and Houston, Texas. At March 31, 2026, the Company’s leases have a remaining term of less than 2 years with a three-year and five-year renewal option, respectively. Since the rents at the beginning of the renewal period will adjust to market rents, the renewal option does not create an economic incentive for the Company to exercise its options. Since the property is neither unique nor specialized and no other economic incentives exist, SCM concluded that, at the lease commencement date, while the options are reasonably certain of exercise, the leases renew at a market rental rate. As a result, the extended option periods are not included in SCM’s right-of-use asset and lease liability calculations.
The lease commitments provide for minimum annual rental payments, net of amounts prepaid, as of March 31, 2026 and are as follows:
2026 |
|
$ |
213,201 |
|
2027 |
|
|
124,925 |
|
Total future minimum lease payments |
|
|
338,126 |
|
Less: Imputed interest |
|
|
(11,308 |
) |
Total lease obligation |
|
$ |
326,818 |
|
During the quarter ended March 31, 2026, the Company recognized rent expense on operating leases of $69,633, and such amount is included in general, administrative and other expenses in the Consolidated Statement of Operations.
In determining the lease obligation on the Consolidated Balance Sheet, the Company utilized a discount rate of 5.98%.
Contingencies
The Company is subject to claims, legal proceedings and other contingencies in the ordinary course of its business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved unfavorably to the Company. The Company establishes accruals for matters that are probable and can be reasonably estimated. Management believes that any liability in excess of these accruals upon the ultimate resolution of these matters will not have a material adverse effect on the financial condition of the Company.
Note 7. Related Party Transactions
As described in Note 1, the Company provides investment management and advisory services to its affiliates for which the
10
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements (Unaudited)
Company receives management and performance-based fees. During the quarter ended March 31, 2026, the Company earned management fees and incentive fees of $7,998,685 and $522,706, respectively, from these affiliates, of which $7,530,456 remained payable by March 31, 2026.
The Company serves as administrator to Stellus Capital Investment Corporation and to Stellus Private Credit BDC (collectively, the “affiliates”) pursuant to separate administration agreements (each, an "Administration Agreement"). Under each Administration Agreement, the Company furnishes the applicable affiliate with office facilities and equipment and provides, or oversees the provision of, the clerical, bookkeeping, recordkeeping, and other administrative services necessary to conduct the affiliate's day-to-day operations.
Payments to the Company under each Administration Agreement are based on the applicable affiliate's allocable portion of the Company's overhead incurred in performing its obligations under the Administration Agreement, including rent, compliance function costs, and the allocable portion of the cost of the Company's Chief Financial Officer, Chief Compliance Officer, and their respective staff. To the extent the Company outsources any of its functions under an Administration Agreement, the applicable affiliate reimburses the associated third-party fees on a direct pass-through basis, without any incremental profit to the Company.
Under the Administration Agreements, the Company incurs certain costs on behalf of its affiliated entities, including occupancy, compliance, and other administrative costs. The Company has concluded that it is acting as an agent with respect to these expenditures because the underlying goods and services are obtained for the benefit of the affiliates and the Company does not control the related goods or services before they are transferred to the affiliates. Accordingly, reimbursements received from the affiliates represent recoveries of costs paid on their behalf and are recorded as reductions of the related expenses or as receivable settlements, as applicable, rather than as revenue under ASC 606.
These certain expenses incurred by the affiliates are paid upfront and are reimbursed from the affiliates as permissible per the Administration Agreements. As of March 31, 2026, the total accounts receivable from the affiliates totaled $9,044,897, of which $1,610,089 related to reimbursable expenses. Reimbursable expenses incurred and management and performance-based fees earned but not yet received are included in Due from related parties on the Consolidated Balance Sheet.
Note 8. Members’ Equity
A limited liability company agreement (the “LLC Agreement”) governs the management of SCM and the rights, preferences, and privileges of members. No member of the LLC shall be personally obligated for any liability of the LLC or of any other member solely by reason of being a member of the LLC, except as expressly provided in the LLC Agreement.
Ownership of SCM is evidenced by the LLC Agreement between Stellus Capital Management Holdings, L.P. at 99% and SCM Holdings GP, LLC at 1%.
Management Fee and other fee revenue, net of expenses, are allocated to the Members on a pro rata basis as defined in the Agreement.
Note 9. Separation Agreement and Redemption Obligations
Effective July 21, 2023 (the "Separation Date"), the Company executed a Separation Agreement (the "Agreement") with a former executive and equity holder of the Members (the "Departing Partner").
In exchange for the forfeiture and redemption of such ownership interests, the Company agreed to provide the Departing Partner future contingent payments (the “Sunset Distributions”) subject to a stated maximum.
The terms of the Agreement provide for sunset distributions which are payable over multiple years and are subject to significant contingent features, including distributable income thresholds, payment deferral provisions, clawback rights, restrictive covenant compliance requirements, and offsets associated with certain future liquidity events. The Agreement generally provides for annual payments until the aggregate payment cap is reached.
The Agreement further provides that if a change-in-control were to occur, that the Departing Partner will participate in 7.5% of the Company’s distributable proceeds, subject to offsets for prior sunset distributions and the overall aggregate payment limitation, instead of the previously referenced annual payments.
The Agreement also contains customary restrictive covenant provisions, including non-compete, non-solicitation, confidentiality, and non-disparagement obligations.
11
Stellus Capital Management, LLC and Subsidiary
Notes to the Consolidated Financial Statements (Unaudited)
The Company accounts for the Agreement as an equity redemption. The Company recognizes liabilities associated with the estimated redemption obligations as amounts become probable and reasonably estimable based on the facts and circumstances.
As of March 31, 2026, the Company had recorded a liability of $12.6 million related to the estimated distribution obligations classified as current in the accompanying Consolidated Balance Sheet due to the announcement of the acquisition of the Company by P10 Intermediate Holdings, LLC on February 5, 2026. See Note 11 Subsequent Events for further detail on the transaction. During the quarter ended March 31, 2026, the Company made cash payments of $124,705 that were accounted for as a reduction of the separation agreement obligation pursuant to the Agreement.
Note 10. Concentrations
The Company maintains its cash balances in a single financial institution. The balances in these accounts usually exceed the insurance limits of the Federal Deposit Insurance Corporation. The Company is subject to credit risk should this financial institution be unable to fulfill its obligations. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such deposits.
Note 11. Subsequent Events
On June 22, 2026, the Transaction with P10 Intermediate Holdings, LLC closed. Along with the closing of the transaction with P10 Intermediate Holdings, LLC, the change of control provision in the Agreement with the Departing Partner was satisfied and the Separation agreement obligation was settled for $12.5 million.
In accordance with ASC 855, Subsequent Events, the Company evaluated all material events or transactions that occurred after March 31, 2026, the Consolidated Balance Sheet date, through September 4, 2026, the date the consolidated financial statements were issued, and determined no additional events or transactions which would materially impact the consolidated financial statements.
12
Exhibit 99.3
RIDGEPOST CAPITAL, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Description of the Acquisition
On June 22, 2026, Ridgepost Capital, LLC, a Delaware limited liability company (“Ridgepost LLC”) and a subsidiary of Ridgepost Capital, Inc., a Delaware corporation ("Ridgepost" or the “Company”), completed its previously announced acquisition (the “Acquisition”) of all the issued and outstanding equity interests of Stellus Capital Management, LLC, a Delaware limited liability company (“Stellus”) in accordance with the terms and conditions of the previously announced interest purchase agreement (the “Purchase Agreement”), dated February 4, 2026, between Ridgepost LLC, certain entities affiliated with Stellus, and certain direct and indirect equity holders of Stellus (together, the “Sellers”).
The consideration paid at the closing of the Acquisition, which is subject to certain customary closing adjustments, consisted of $125.0 million in cash, 11,191,149 membership units representing limited liability company interests of Ridgepost LLC (“Units”) and 579,096 shares of the Company’s Class A Common Stock (“Class A Common Stock”). Subject to certain conditions, the Units are exchangeable into shares of Class A Common Stock on a one-for-one basis, pursuant to that certain Exchange Agreement entered into on August 25, 2022, by and among Ridgepost LLC, the Company and the other signatory parties thereto, to which the Sellers became parties via joinder (such Exchange Agreement, as modified by the joinder, the “Exchange Agreement”). Shares of Class A Common Stock beneficially held by the Sellers (including following an exchange of Units in accordance with the Exchange Agreement) will be subject to a restricted period during which the holder cannot offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose thereof, directly or indirectly. The restricted period terminates as follows: (i) with respect to one-third of the Class A Common Stock held by such stockholder, on the first anniversary of the Closing Date; (ii) with respect to two-thirds of the Class A Common Stock held by such stockholder, on the second anniversary of the Closing Date; and (iii) with respect to all of the Class A Common Stock held by such stockholder, on the third anniversary of the Closing Date. The Sellers will also have certain registration rights as members of Ridgepost LLC.
Basis of Pro Forma Presentation
The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X (“Article 11”). The unaudited pro forma condensed consolidated balance sheet gives effect to the Acquisition as if it were completed on March 31, 2026. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025 give effect to the Acquisition as if it were completed on January 1, 2025, with acquisition-related adjustments assuming the transaction occurred at the beginning of the fiscal year presented and had a continuing impact through the interim period presented and described in the accompanying notes.
Considerations Regarding Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information has been prepared for informational purposes only, is subject to the assumptions and uncertainties set forth in the notes thereto, and is not necessarily indicative of or intended to represent the results that would have been achieved if the Acquisition had been completed as of the dates indicated, or that may be achieved in the future. The unaudited pro forma condensed consolidated financial information does not reflect the costs of any integration activities or benefits that may result from future cost savings due to revenue synergies, procurement savings or operational efficiency that may result from the Acquisition.
The unaudited pro forma condensed consolidated financial information was derived from and should be read in conjunction with the following:
1
The acquisition date fair value of certain assets and liabilities, including intangible assets acquired and related weighted average expected lives are provisional and subject to revision within one year of the acquisition date. As such, our estimates of fair values are pending finalization which may result in adjustments to goodwill.
|
|
Fair Value |
|
|
ASSETS |
|
|
|
|
Cash and cash equivalents |
|
$ |
2,634 |
|
Accounts receivable |
|
|
6,340 |
|
Due from related parties |
|
|
208 |
|
Prepaid expenses and other assets |
|
|
529 |
|
Property and equipment, net |
|
|
73 |
|
Right-of-use assets |
|
|
259 |
|
Intangible assets, net |
|
|
178,400 |
|
Total assets acquired |
|
$ |
188,443 |
|
LIABILITIES |
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
1,611 |
|
Accrued compensation and benefits |
|
|
2,841 |
|
Deferred revenues |
|
|
159 |
|
Lease liabilities |
|
|
259 |
|
Total liabilities assumed |
|
|
4,870 |
|
|
|
|
|
|
Net identifiable assets acquired |
|
$ |
183,573 |
|
Goodwill |
|
|
55,319 |
|
Less: fair value of noncontrolling interests |
|
|
(7,968 |
) |
Net assets acquired |
|
$ |
230,924 |
|
Note 3. Unaudited Pro Forma Condensed Consolidated Balance Sheet
For purposes of preparing the unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, the Acquisition will be accounted for as if it occurred on March 31, 2026. Pro forma accounting adjustments related to the Acquisition in the accompanying unaudited pro forma condensed consolidated financial statements are as follows:
6
