Stellus Capital Investment Corp Enters Material Definitive Agreement

TL;DR

Stellus Capital (Stx) signed a new deal, creating a financial obligation. Filing date 9/26.

AI Summary

Stellus Capital Investment Corporation entered into a material definitive agreement on September 22, 2025. This agreement creates a direct financial obligation for the registrant. The filing was made on September 26, 2025, and includes financial statements and exhibits related to this obligation.

Why It Matters

This filing indicates Stellus Capital Investment Corp has entered into a new significant financial agreement, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce new risks related to repayment, interest rates, and market conditions.

Key Players & Entities

• Stellus Capital Investment Corporation (company) — Registrant
• September 22, 2025 (date) — Date of earliest event reported
• September 26, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SCM New York Stock Exchange
• $50 million — onnection with the issuance and sale of $50 million aggregate principal amount of the Compa
• $50,648,000 b — , the "Offering") for total proceeds of $50,648,000 before underwriting discounts and offerin
• $75,000,000 — ), pursuant to which the Company issued $75,000,000 aggregate principal amount of the 7.250
• $125,000,000 — the Company's 7.250% Notes due 2030 is $125,000,000. The Notes will mature on April 1, 203

Filing Documents

• tm2526928d1_8k.htm (8-K) — 38KB
• tm2526928d1_ex1-1.htm (EX-1.1) — 248KB
• tm2526928d1_ex5-1.htm (EX-5.1) — 15KB
• tm2526928d1_ex5-1img01.jpg (GRAPHIC) — 4KB
• 0001104659-25-093911.txt ( ) — 535KB
• scm-20250922.xsd (EX-101.SCH) — 3KB
• scm-20250922_lab.xml (EX-101.LAB) — 33KB
• scm-20250922_pre.xml (EX-101.PRE) — 22KB
• tm2526928d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 22, 2025, Stellus Capital Investment Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company and Stellus Capital Management, LLC (the "Adviser"), on the one hand, and Raymond James & Associates, Inc., as representative of the several underwriters named in Exhibit A thereto, on the other hand, in connection with the issuance and sale of $50 million aggregate principal amount of the Company's 7.250% Notes due 2030 (the "Notes" and the issuance and sale of the Notes, the "Offering") for total proceeds of $50,648,000 before underwriting discounts and offering expenses. The Underwriting Agreement includes customary representations, warranties, and covenants by the Company and the Adviser. It also provides for customary indemnification by each of the Company, the Adviser and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The Notes were issued on September 25, 2025 as additional notes under the Base Indenture, dated May 5, 2014 (the "Base Indenture"), between the Company and U.S. Bank National Association, as trustee (together with its successor in interest, U.S. Bank Trust Company, National Association, the "Trustee"), as supplemented by the Fourth Supplemental Indenture, dated April 1, 2025 (the "Fourth Supplemental Indenture"; and together with the Base Indenture, the "Indenture"), pursuant to which the Company issued $75,000,000 aggregate principal amount of the 7.250% Notes due 2030 (the "Existing Notes") on April 1, 2025. The Notes are treated as a single series with the Existing Notes under the Indenture and have the same terms as the Existing Notes (other than issue date and issue price). The Notes have the same CUSIP number and are fungible and rank equally with the Existing Notes. The outstanding aggregate principal amount of the Company's 7.250% Notes due 2030

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. The information contained in Item 1.01 to this current report on Form 8-K is by this reference incorporated in this Item 2.03.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated September 22, 2025, by and among Stellus Capital Investment Corporation, Stellus Capital Management, LLC and Raymond James & Associates, Inc., as representatives of the several underwriters named in Exhibit A thereto. 4.1 Form of Base Indenture (incorporated by reference to Exhibit (d)(2) to the Registrant's Registration Statement on Form N-2 (File No. 333-189938) filed January 29, 2014). 4.2 Fourth Supplemental Indenture, dated as of April 1, 2025, by and between Stellus Capital Investment Corporation and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 814-00971) filed April 2, 2025). 4.3 Form of Global Note with respect to the 7.250% Notes due 2030 (incorporated by reference to Exhibit 4.2 hereto). 5.1 Opinion of Eversheds Sutherland (US) LLP. 23.1 Consent of Eversheds (US) LLP (included in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 as amended, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 26, 2025 STELLUS CAPITAL INVESTMENT CORPORATION By: /s/ W. Todd Huskinson W. Todd Huskinson Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR