Stellus Private Credit BDC Tender Offer: $5.68M Bought, Aug 2026

What this fund is

Stellus Private Credit BDC is a business development company that lends to lower middle-market companies. It is externally managed by Stellus Private BDC Advisor, LLC, an affiliate of Stellus Capital Management. It had investments in 77 portfolio companies at June 30, 2026 (74 at December 31, 2025), with a cost of $410.1 million and a fair value of $419.5 million. Almost all of it is first-lien debt: $388.3 million at fair value, plus $31.2 million of equity. The weighted average yield on its debt investments was about 9.5% at June 30, 2026, from 9.8% at December 31, 2025. One portfolio company was on non-accrual, about 1.5% of the loan portfolio at cost and at fair value.

It is not the listed Stellus Capital Investment Corporation (SCM). That is a separate BDC under the same management family, covered in our BDC stocks list. The private fund has no market price: the 8-Ks say its shares are sold under Section 4(a)(2) and Regulation D through subscription agreements in which investors commit capital that the fund calls on at least 10 business days' notice. The offer documents say "There is no established trading market for the Company’s Common Shares." The tender offer is the exit, and the offer itself says it exists to give shareholders "the potential for a measure of liquidity." We did not find the investor-eligibility terms in the filings we read, so this page does not say who may buy.

All 8 tender offers

The program began on August 15, 2024. The 10-Q describes it as a quarterly offer for up to 5% of the shares outstanding at the end of the previous quarter, subject to the board: "share repurchases may not be available each quarter." Each row is one Schedule TO-I with its final Schedule TO-I/A. The fill column is our arithmetic: shares tendered divided by shares offered.

Three things stand out.

The bulge came in 2026. In the three 2025 offers holders asked to sell between 4% and 32% of the cap. In the three since February 2026 they asked for 54% to 60%. The cash went from $0.34 million, $2.16 million and $2.70 million to $5.43 million, $5.91 million and $5.68 million (filed amounts). The August offer is slightly smaller than April's even though the cap was larger, so the trend is a step up in 2026, not a steady climb.

Nobody has been prorated. The offer says that if requests exceed the cap the fund may "either accept the additional duly tendered Shares" allowed by Rule 13e-4(f)(1)(ii) "or repurchase Shares on a pro rata basis." It has never had to choose. At the current pace requests would have to rise 84% to reach the cap (our arithmetic), so the fund is not close to the point where a holder is cut back. Our BPCC page shows what that point looks like at another private BDC, where requests were more than twice the cap.

The schedule is irregular. The offers were filed on August 15 and November 15, 2024, March 4, June 20, September 17 and December 30, 2025, March 23, 2026 and August 3, 2026, and the filings run 25 to 57 days from filing to expiry. There was no offer between the one that expired April 30, 2026 and the one that opened on August 3, 2026. The board can skip a quarter, and the 10-Q says so.

The August 2026 offer in detail

• Size. Up to 685,810.313 shares, "approximately 5.0%" of shares outstanding at June 30, 2026. Implied shares outstanding were therefore about 13.72 million (our arithmetic). Amendment No. 1 of August 6, 2026 moved the record date to August 5 and put shares outstanding at 13,721,863.258.
• Price. The NAV per share on August 31, 2026. The offer expired on August 28, so a holder who tendered could not know the price. In practice it matched the June 30 NAV, $15.25, and the price at which the fund issued 156,716 shares on August 31 (our arithmetic: $2,389,936.15 divided by 156,716).
• Who tendered. The filing does not say. It does say that "None of our trustees or executive officers intend to tender any of their Shares in the Offer."
• Cost and funding. The offer put the maximum cost at about $10,369,451.93 at an assumed price of $15.14. The actual cash was 54.8% of that maximum (our arithmetic). The fund said it would use cash on hand and/or borrowings under its credit facility, which "provides for borrowings up to a maximum of $300,000,000 on a committed basis."
• When the cash arrives. The offer says payment is made "promptly" after expiry. The result filing gives no payment date, so we do not have one.

Money in and money out

A tender program is only as easy as the money behind it. Stellus Private Credit BDC raises capital by calling commitments from investors, selling shares under immediate-issuance subscription agreements, and reinvesting distributions. Through June 30, 2026 it had taken in $230,423,937: $167,500,000 of drawdowns, $58,577,870 of immediate issuance and $4,346,067 of reinvested distributions. $50,187,318 of commitments were still uncalled.

For the first half of 2026 gross share proceeds were $20,325,344 against $11,342,151 of tender cash (our arithmetic: the 10-Q's $8,983,193 net increase plus the tender cash). So new money has been larger than exits so far. Leverage is the other lever. Credit facilities payable were $213,126,583 against net assets of $209,143,392 at June 30, 2026, and the asset coverage ratio was 197%. The offer describes a credit facility with a $300 million committed maximum; the $213.1 million may include other facilities, so we do not compute unused room.

The September drawdown notice shows a quirk. The original Form 8-K of September 16 said 661,378 shares for $10,000,000 (which implies $15.12, our arithmetic). The 8-K/A of October 2 says the original had "a clerical error in the disclosure relating to the total shares issued" and gives 655,739 shares, which implies $15.25 (our arithmetic). Anyone who copied the first filing has the wrong share count.

NAV, distribution and what covers it

NAV per share was $15.25 at June 30, 2026, $15.21 at December 31, 2025, $15.29 at June 30, 2025 and $15.16 at December 31, 2024. The tender prices in the table above, $15.04 to $15.29, sit in the same band. The fund's investments were carried at $419.5 million against a cost of $410.1 million.

The payout is where the movement is.

The monthly rate fell 2.9% in April 2026 (our arithmetic). Annualized, $0.1133 a month is $1.36 a year, 8.9% of the $15.25 NAV (our arithmetic). The 10-Q does not break out what is in the $1.98 for 2024, so we do not compare the yearly totals beyond saying they fell. Net investment income per share was $0.58 for the six months ended June 30, 2026 against $0.64 a year earlier, and distributions were $0.69 against $0.72. For the second quarter alone, net investment income was $0.28 against $0.34 of distributions, and $0.33 against $0.36 a year earlier. Total investment income was $19.2 million for the six months. Declared distributions have totaled $6.82 per share since inception.

The adviser changed hands in June 2026

A February 5, 2026 Form 8-K said the majority owner of the adviser, Stellus Capital Management, had agreed to be acquired by "an affiliate of P10, Inc." That would end the old advisory agreement automatically, so shareholders voted. At the June 16, 2026 special meeting, 10,314,546 of the 12,973,271 shares eligible to vote were voted, all in favor of the new agreement, none against (79.5% turnout, our arithmetic). The Form 8-K of June 22, 2026 says the new agreement took effect on closing of the acquisition of Stellus Capital Management "by Ridgepost Capital, LLC" that day. It says the terms, including the base management fee and incentive fees, are identical to the prior agreement. It does not mention P10, and we did not verify how the two names are related. The agreement runs two years from June 22, 2026.

A separate item: on October 6, 2026 the fund, SCM and many related Stellus entities filed a third amended and restated application with the SEC (File No. 812-15763) for an order allowing certain joint transactions. If granted it would supersede the order of November 13, 2024. It does not change the tender terms.

A caution on the 10-Q's repurchase table

The June 30, 2026 10-Q lists the seven offers it covers and gives a total row of 1,203,922 shares and $18,298,834, at a weighted-average $15.20. That total adds up only the first six rows. The seventh row, May 1, 2026, with 390,667 shares for $5,910,786, is shown above it and left out. With the row included, the seven offers total 1,594,589 shares and $24,209,620, and with August's offer the eight total 1,967,355 shares and $29,894,302 (our sums). We use the individual rows, which match the Schedule TO-I/A filings, not the total.

What a reader can do with this

• If you hold shares: the record shows exits being met in full each time. The August request used 54.4% of the cap, so a holder who tendered all shares would, on the record, have been bought out in full (this is what happened in all 8 offers, not a promise about the next one). The next offer is not announced; the board decides each quarter.
• If you are weighing whether the cap could bind: compare the August request with the cap, 372,766 against 685,810.313 shares. The ratio would have to nearly double. A fund that borrows and calls capital to pay can reach that point if new money slows, as the private credit redemptions tracker shows at larger funds.
• If you are comparing funds: our non-traded BDC list ranks Stellus Private Credit BDC 53rd by net assets, and the Q3 2026 tender results page puts the August offer next to other funds' results.
• Read before the next offer: the Form 10-Q for September 30, 2026 will give the September NAV, the quarter's coverage of the payout, the September drawdown and the leverage after it.

FAQ

All figures are from SEC EDGAR filings of Stellus Private Credit BDC (CIK 1901037) read on November 2, 2026: eight Schedule TO-I offers and their Schedule TO-I/A results (August 15, 2024 to September 1, 2026), the Offer to Purchase of August 3, 2026, the Form 10-Q for June 30, 2026 (accession 0001104659-26-094771), the Forms 8-K and 8-K/A of February 5, June 17, June 22, September 2, September 16 and October 2, 2026, and the third amended co-investment application of October 6, 2026. Fill ratios, totals, per-share implied prices and coverage comparisons are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.