Private company

Stellus Private Credit BDC

Stellus Private Credit BDC is an investment fund that raised $292.7 million in 2022 (SEC Form D).1 It is headquartered in Houston, Texas.1

Last updated Oct 20, 2026.

Overview

  • HeadquartersHouston, Texas1
  • Incorporated inDE2
  • Business address4400 Post Oak Parkway, Suite 2200, Houston, Tx 770272
  • Filer category, Emerging growth company2
  • Legal formBusiness Trust
  • Kind of organizationInvestment fund1

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Stellus Private Credit BDC (“we”, “us”, “our” and the “Company”) was formed on December 7, 2021 as a Delaware statutory trust and formally commenced operations on February 1, 2022. Our investment objective is to maximize the total return to our shareholders in the form of current income and capital appreciation through debt and related equity investments in lower middle-market companies (“LMM”).We are an externally managed, closed-end, non-diversified investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment activities are managed by our investment advisor, Stellus Private BDC Advisor, LLC, a Delaware limited liability company (the “Advisor”) that is an investment adviser that is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investm…3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income45$16.9M in 2025
-$5.0M0$5.0M$10.0M$15.0M$20.0M2021: -$532.8K-$532.8K20212022: $15.5M$15.5M20222023: $15.5M$15.5M2023+0%2024: $16.4M$16.4M2024+6%2025: $16.9M$16.9M2025+3%
Fiscal year202120222023202420252026
Operating expenses$15.1M5$15.1M8$17.7M5$23.5M5
Interest$2.3M9$8.2M9
Income tax$44.9K5$44.9K8$32.2K5$98.3K5
Net income-$532.8K4$15.5M5$15.5M5$16.4M5$16.9M5
Earnings per share$2.465$2.465$1.905$1.505
Earnings per share (diluted)$2.465$2.465$1.905$1.505
Shares (weighted, basic)6.3M shares56.3M shares58.6M shares511.3M shares5
Shares (weighted, diluted)6.3M shares56.3M shares58.6M shares511.3M shares5

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Corporate structure

Stellus Private Credit BDC sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Stellus Private Credit BDC

  • Phoenix Financial Ltd. Filed SC 13D/A on Stellus Private Credit BDC, latest May 28, 2024 (5 filings since Mar 6, 2023)
  • Legacy Knight Strategic Opportunities Fund - SCM Series Filed SC 13G/A on Stellus Private Credit BDC, latest Feb 14, 2023 (2 filings since May 9, 2022)
  • Stellus Private Credit BDC Houston, Texas

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Stellus Private Credit BDC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$2.6M5 Dec 31, 2025$2.1M5 Dec 31, 2024+20.7%

Properties, in its own words

We do not own any real estate or other physical properties materially important to our operation. Our headquarters are currently located at Stellus Private Credit BDC, 4400 Post Oak Parkway, Suite 2200, Houston, Texas 77027, where we occupy office space pursuant to the Administration Agreement with Stellus Capital Management. We believe that our current office facilities are adequate to meet our needs.

Item 2 of the 10-K filed Mar 13, 2026.3

Leadership

Who has led Stellus Private Credit BDC, and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. W. Todd Huskinson2022–now
2025

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorRobert T. Ladd named Sep 23, 202611
  • Executive OfficerWilliam Todd Huskinson named Sep 23, 202611
  • DirectorBruce R. Bilger named Sep 23, 202611
  • DirectorJ. Tim Arnoult named Sep 23, 202611
  • DirectorWilliam C. Repko named Sep 23, 202611

Timeline

  1. Oct 2, 20268-K Unregistered sale of shares12
  2. Sep 16, 20268-K Unregistered sale of shares13
  3. Sep 2, 20268-K Unregistered sale of shares14
  4. Jul 2, 20268-K Unregistered sale of shares15
  5. Jun 22, 20268-K Entered a material agreement16
  6. Jun 18, 20268-K Unregistered sale of shares17
  7. Jun 17, 20268-K Shareholder vote18
  8. Apr 23, 20268-K Unregistered sale of shares19
  9. Feb 5, 20268-K Other events20
  10. Feb 4, 20268-K Unregistered sale of shares21
  11. Dec 18, 20258-K Unregistered sale of shares22
  12. Dec 3, 20258-K Unregistered sale of shares23

Filings

167 filings to the SEC since October 2021: 4 annual reports, 14 quarterly reports, 46 major events, 59 insider forms, 7 large holders, 6 private raises, 31 other. The latest 20:

  1. Oct 2, 20268-K/A EDGAR
  2. Oct 1, 20264/A OWNERSHIP DOCUMENT EDGAR
  3. Oct 1, 20264/A OWNERSHIP DOCUMENT EDGAR
  4. Sep 23, 2026D/A EDGAR
  5. Sep 16, 20264 OWNERSHIP DOCUMENT EDGAR
  6. Sep 16, 20264 OWNERSHIP DOCUMENT EDGAR
  7. Sep 16, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Sep 16, 20268-K EDGAR
  9. Sep 2, 20268-K EDGAR
  10. Sep 1, 2026SC TO-I/A EDGAR
  11. Aug 12, 202610-Q EDGAR
  12. Aug 6, 2026SC TO-I/A EDGAR
  13. Aug 3, 2026SC TO-I EDGAR
  14. Jul 2, 20268-K EDGAR
  15. Jun 22, 20268-K EDGAR
  16. Jun 18, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Jun 18, 20264 OWNERSHIP DOCUMENT EDGAR
  18. Jun 18, 20264 OWNERSHIP DOCUMENT EDGAR
  19. Jun 18, 20268-K EDGAR
  20. Jun 17, 20268-K EDGAR

The 167 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

44 open-market trades by officers, directors and large owners since October 2021: 44 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 15, 2026Ladd Robert T.CEO and PresidentBuy2,548$15.25$38.9KForm 4
Sep 15, 2026Huskinson W. ToddCFO, CCO and SecretaryBuy378$15.25$5.8KForm 4
Sep 15, 2026D'Angelo DeanBuy2,124$15.25$32.4KForm 4
Jun 16, 2026Huskinson W. ToddCFO, CCO and SecretaryBuy218$15.12$3.3KForm 4
Jun 16, 2026Ladd Robert T.CEO and PresidentBuy1,469$15.12$22.2KForm 4
Jun 16, 2026D'Angelo DeanBuy1,224$15.12$18.5KForm 4
May 29, 2026Repko William CBuy23,050$15.12$348.5KForm 4
Apr 17, 2026Legacy Knight Strategic Opportunities Fund - SCM Series10% ownerBuy18,577$15.13$281.1KForm 4
Apr 17, 2026Ladd Robert T.CEO and PresidentBuy2,300$15.13$34.8KForm 4
Apr 17, 2026Huskinson W. ToddCFO, CCO and SecretaryBuy341$15.13$5.2KForm 4
Apr 17, 2026D'Angelo DeanBuy1,917$15.13$29.0KForm 4
Dec 16, 2025Legacy Knight Strategic Opportunities Fund - SCM Series10% ownerBuy56,624$15.26$864.1KForm 4
Dec 16, 2025Ladd Robert T.CEO and PresidentBuy1,075$15.26$16.4KForm 4
Dec 16, 2025Huskinson W. ToddCFO, CCO and SecretaryBuy159$15.26$2.4KForm 4
Dec 16, 2025D'Angelo DeanBuy896$15.26$13.7KForm 4
Sep 15, 2025Legacy Knight Strategic Opportunities Fund - SCM Series10% ownerBuy118,769$15.29$1.8MForm 4
Sep 15, 2025D'Angelo DeanBuy1,879$15.29$28.7KForm 4
Sep 15, 2025Ladd Robert T.CEO and PresidentBuy2,255$15.29$34.5KForm 4
Sep 15, 2025Huskinson W. ToddCFO, CCO and SecretaryBuy334$15.29$5.1KForm 4
Dec 9, 2024Legacy Knight Strategic Opportunities Fund - SCM Series10% ownerBuy184,982$15.05$2.8MForm 4

All 44 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jan 14, 2022Raised $292.7 million in a private offering of equity Form D: 125 investors so far Form D

SEC filer profile

How Stellus Private Credit BDC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARStellus Private Credit BDC1
  • CIK0001901037
  • Employer ID (EIN)87-68786603
  • Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Business address4400 Post Oak Parkway, Suite 2200, Houston, TX 770271
  • Phone71329254141
  • Shares outstanding13,721,863 as of Aug 12, 20267
  • Public float$0 as of Jun 30, 20255
  • AuditorDELOITTE & TOUCHE LLP, Houston, Texas PCAOB ID 34; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceDec 22, 20211
  • Filings181 in all: 4 (49), 8-K (45), 10-Q (14), SC TO-I/A (10), 3 (8), SC TO-I (8), 40-APP/A (6), 40-17G (5)1
    All 26 form types

    D/A (5), 10-K (4), SC 13D/A (4), SC 13G/A (4), SC 13G (3), 4/A (2), CORRESP (2), DEFA14A (2), 10-12G (1), 10-12G/A (1), 40-APP (1), 8-K/A (1), D (1), DEF 14A (1), N-54A (1), PRE 14A (1), SC 13D (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 13, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 16, 2026
    Latest 8-K (8-K) Sep 16, 2026

Risk factors and legal proceedings

The risks Stellus Private Credit BDC names in Item 1A of its 10-K filed Mar 13, 2026: 75 risks under these headings, as written.3

  • Risks Relating to Our Business and Structure
  • The capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on our business and operations.
  • Any public health emergency, including any outbreak of existing or new pandemics or epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty, could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.
  • We are exposed to risks associated with changes in interest rates.
  • Fluctuations in interest rates could have a material adverse effect on our business and that of our portfolio companies.
  • Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies.
  • We are subject to risks related to corporate social responsibility.
  • We are dependent upon key personnel of the Advisor and its affiliates for our future success. If Stellus Capital Management were to lose any of its key personnel, our ability to achieve our investment objectives could be significantly harmed.
  • Our business model depends to a significant extent upon strong referral relationships. Any inability of the Investment Team to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
  • Our financial condition, results of operations and cash flows will depend on our ability to manage our business effectively.
  • There are significant potential conflicts of interest that could negatively affect our investment returns.
  • The senior investment professionals and other investment team members of the Advisor may, from time to time, possess material non-public information, limiting our investment discretion.
The other 64 risks
  • Our management and incentive fees may induce the Advisor to incur additional leverage.
  • Our incentive fee may induce the Advisor to make speculative investments.
  • We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
  • Our investments in the business services industry are subject to unique risks relating to technological developments, regulatory changes and changes in customer preferences.
  • Our investments in the high tech industry are subject to unique risks relating to technological developments, regulatory changes and changes in customer preferences.
  • We may be subject to risks associated with our investments in the healthcare industry.
  • We may be subject to risks associated with our investments in capital equipment-related companies.
  • We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under subchapter M of the Code.
  • There may be potential adverse tax consequences as a result of us not being treated as a “publicly offered regulated investment company.”
  • Legislative or regulatory tax changes could have an adverse impact on us and our stockholders.
  • We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
  • PIK interest payments we receive will increase our assets under management and, as a result, will increase the amount of base management fees and incentive fees payable by us to the Advisor.
  • Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage.
  • Investors may fail to contribute their undrawn capital commitment.
  • Because we finance our investments with borrowed money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us.
  • Substantially all of our assets may be required to be subject to security interests under future debt financing arrangements and, if we default on our obligations thereunder, we may suffer adverse consequences, including foreclosure on our assets.
  • Provisions of any other future borrowing facility may limit our discretion in operating our business.
  • Adverse developments in the credit markets may impair our ability to enter into any other future borrowing facility.
  • Most of our portfolio investments are recorded at fair value as determined in good faith by our Board and, as a result, there may be uncertainty as to the value of our portfolio investments.
  • We may expose ourselves to risks if we engage in hedging transactions.
  • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the investment in our shares.
  • We are obligated to maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or our internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our securities.
  • As a non-accelerated filer, we are not required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act.
  • We and our portfolio companies may be subjected to potential adverse effects of new or modified laws or regulations.
  • Risks Related to Our Operations
  • Because we intend to distribute substantially all of our income to our stockholders to obtain and maintain our status as a RIC, we will continue to need additional capital to finance our growth. If additional funds are unavailable or not available on favorable terms, our ability to grow may be impaired.
  • Our ability to enter into certain transactions with our affiliates is restricted, which may limit the scope of investments available to us.
  • The involvement of our interested trustees in the valuation process may create conflicts of interest.
  • There are potential conflicts related to other arrangements we have with Stellus Capital Management.
  • The Advisory Agreement with the Advisor and the Administration Agreement with Stellus Capital Management were not negotiated on an arm’s length basis and may not be as favorable to us as if they had been negotiated with an unaffiliated third party.
  • The time and resources that the Investment Team devotes to us may be diverted, and we may face additional competition due to the fact that the Investment Team is not prohibited from raising money for, or managing, another entity that makes the same types of investments that we target.
  • Our incentive fee arrangements with the Advisor may vary from those of other investment funds, account or investment vehicles managed by the Advisor or Stellus Capital Management, which may create an incentive for the Investment Team to devote time and resources to a higher fee-paying fund.
  • The Advisor’s liability is limited under the Advisory Agreement and we have agreed to indemnify the Advisor against certain liabilities, which may lead the Advisor to act in a riskier manner on our behalf than it would when acting for its own account.
  • The Advisor and Stellus Capital Management can resign as our investment adviser or administrator, respectively, upon 60 days’ notice and we may not be able to find a suitable replacement within that time, or at all, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
  • If we fail to maintain our status as a BDC, our business could be affected and our operating flexibility could be significantly reduced.
  • If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs or be precluded from investing according to our current business strategy.
  • We may experience fluctuations in our annual and quarterly operating results.
  • Our Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval.
  • We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect us.
  • The failure of cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively.
  • We, the Advisor, Stellus Capital Management and our portfolio companies are subject to risks associated with “phishing” and other cyber-attacks.
  • We are subject to risks associated with artificial intelligence and machine learning technology.
  • Risks Related to Economic Conditions
  • Global economic, political and market conditions may adversely affect our business, financial condition and results of operations, including our revenue growth and profitability.
  • Increased geopolitical unrest, terrorist attacks, or acts of war may impact the businesses in which we invests, and harm our business, operating results, and financial conditions.
  • Risks Related to Our Investments
  • Our business and our portfolio companies may be susceptible to economic slowdowns or recessions which would harm our operating results.
  • We may be subject to risks related to bank impairments or failures either directly or through our portfolio companies, which, in turn, could indirectly impact our performance and results of operations.
  • Our investments in leveraged portfolio companies may be risky, and we could lose all or part of our investment.
  • We may hold the loans and debt securities of leveraged companies that may, due to the significant operating volatility typical of such companies, enter into bankruptcy proceedings.
  • Our investments in private and LMM portfolio companies are risky, and we could lose all or part of our investment.
  • The lack of liquidity in our investments may adversely affect our business.
  • Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.
  • We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
  • Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
  • Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
  • Defaults by our portfolio companies will harm our operating results.
  • Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and ability to make shareholder distributions.
  • The effect of global climate change may impact the operations of our portfolio companies.
  • Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
  • We may be exposed to special risks associated with bankruptcy cases.
  • If we make subordinated investments, the obligors or the portfolio companies may not generate sufficient cash flow to service their debt obligations to us.
  • The disposition of our investments may result in contingent liabilities.
  • We may not realize gains from our equity investments.
  • Our ability to enter transactions involving derivatives and financial commitment transactions may be limited.
  • Risks Relating to the Common Shares
  • There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.
  • Investing in the Common Shares may involve an above average degree of risk.

Legal proceedings

Neither we nor the Advisor are currently subject to any material pending legal proceedings. To our knowledge, there is no material legal proceeding threatened against us or the Advisor. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

The opening of Item 3, Legal Proceedings.3

Sources

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    SEC EDGAROther events
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