Stellus Capital Investment Corp
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001104659-26-093435
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001104659-26-124557
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 138 previous paragraphs and 138 current paragraphs.
72 unchanged; 50 reworded; 15 added; 14 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 63 previous and 63 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
For the three months ended September 30, 2026, net investment income was $7.2 million, or $0.25 per common share (based on 28,465,675 weighted average shares outstanding for the three months ended September 30, 2026).
Current report
For the three months ended September 30, 2025, net investment income was $9.1 million, or $0.32 per common share (based on 28,480,472 weighted average shares outstanding for the three months ended September 30, 2025).
Current report
For the nine months ended September 30, 2026, net investment income was $22.2 million, or $0.77 per common share (based on 28,758,889 weighted average shares outstanding for the nine months ended September 30, 2026).
Current report
For the nine months ended September 30, 2025, net investment income was $28.5 million, or $1.01 per common share (based on 28,168,527 weighted average shares outstanding for the nine months ended September 30, 2025).
Current report
Proceeds from repayments of investments and amortization of certain other investments for the three months ended September 30, 2026 totaled $30.3 million and net realized gains totaled $0.0 million.
Current report
Proceeds from repayments of investments and amortization of certain other investments for the three months ended September 30, 2025 totaled $39.0 million and net realized gains totaled $2.9 million.
Current report
Proceeds from repayments of investments and amortization of certain other investments for the nine months ended September 30, 2025 totaled $85.6 million and net realized losses totaled ($4.0) million.
Current report
Net (Decrease) Increase in Net Assets Resulting from Operations
Current report
For the three months ended September 30, 2026, net decrease in net assets resulting from operations totaled ($6.4) million, or ($0.22) per common share (based on 28,465,675 weighted average shares outstanding for the three months ended September 30, 2026).
Current report
For the nine months ended September 30, 2026, net increase in net assets resulting from operations totaled $11.5 million, or $0.40 per common share (based on 28,758,889 weighted average shares outstanding for the nine months ended September 30, 2026).
Current report
For the nine months ended September 30, 2025, net increase in net assets resulting from operations totaled $21.8 million, or $0.78 per common share (based on 28,168,527 weighted average shares outstanding for the nine months ended September 30, 2025).
Current report
(1) Calculated for the period from April 1, 2025, the date of the 2030 Notes Payable offering, through September 30, 2025.
Current report
Share Repurchase Program
Current report
SBA-guaranteed Debentures
Current report
The outstanding balance under the SBA-guaranteed debentures as of November 9, 2026 was $276.5 million.
Removed paragraphs (14)
Previous report
For the three months ended June 30, 2026, net investment income was $7.5 million, or $0.26 per common share (based on 28,869,028 weighted average shares outstanding for the three months ended June 30, 2026).
Previous report
For the three months ended June 30, 2025, net investment income was $9.6 million, or $0.34 per common share (based on 28,412,849 weighted average shares outstanding for the three months ended June 30, 2025).
Previous report
For the six months ended June 30, 2026, net investment income was $15.0 million, or $0.52 per common share (based on 28,907,925 weighted average shares outstanding for the six months ended June 30, 2026).
Previous report
For the six months ended June 30, 2025, net investment income was $19.4 million, or $0.69 per common share (based on 28,009,969 weighted average shares outstanding for the six months ended June 30, 2025).
Previous report
Proceeds from repayments of investments and amortization of certain other investments for the three months ended June 30, 2026 totaled $49.2 million and net realized losses totaled ($7.2) million.
Previous report
Proceeds from repayments of investments and amortization of certain other investments for the three months ended June 30, 2025 totaled $31.6 million and net realized losses totaled ($0.9) million.
Previous report
Proceeds from repayments of investments and amortization of certain other investments for the six months ended June 30, 2025 totaled $46.6 million and net realized losses totaled ($6.8) million.
Previous report
For the three months ended June 30, 2026, net increase in net assets resulting from operations totaled $16.2 million, or $0.56 per common share (based on 28,869,028 weighted average shares outstanding for the three months ended June 30, 2026).
Previous report
For the three months ended June 30, 2025, net increase in net assets resulting from operations totaled $10.1 million, or $0.36 per common share (based on 28,412,849 weighted average shares outstanding for the three months ended June 30, 2025).
Previous report
For the six months ended June 30, 2026, net increase in net assets resulting from operations totaled $17.9 million, or $0.62 per common share (based on 28,907,925 weighted average shares outstanding for the six months ended June 30, 2026).
Previous report
For the six months ended June 30, 2025, net increase in net assets resulting from operations totaled $15.1 million, or $0.54 per common share (based on 28,009,969 weighted average shares outstanding for the six months ended June 30, 2025).
Previous report
SBA Licensing
Previous report
On July 14, 2026, we received a license from the SBA for the SBIC III subsidiary, which allows us to contribute $125.0 million of equity and draw up to $250.0 million of SBA-guaranteed debentures, subject to the increased family of funds limit of $475.0 million across all of our SBIC subsidiaries and applicable SBA regulations and policies.
Previous report
Since June 30, 2026, we repurchased 192,974 shares of our common stock under the Repurchase Program at a weighted-average purchase price of $7.95 per share.
Reworded paragraphs (50)
Previous wording
We have elected, qualified, and intend to continue to qualify annually to be treated for tax purposes as a RIC under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. As of June 30, 2026, we were in compliance with the RIC requirements. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any income we distribute to our stockholders.
Current wording
We have elected, qualified, and intend to continue to qualify annually to be treated as a RIC for tax purposes under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. As of September 30, 2026, we were in compliance with the RIC requirements. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any income we distribute to our stockholders.
Previous wording
Under the provisions of the 1940 Act, we are permitted, as a BDC that has satisfied certain requirements, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% of our gross assets, less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. As of June 30, 2026, our asset coverage ratio was 206%. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing.
Current wording
Under the provisions of the 1940 Act, we are permitted, as a BDC that has satisfied certain requirements, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% of our gross assets, less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. As of September 30, 2026, our asset coverage ratio was 198%. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing.
Previous wording
Economic activity has continued to accelerate across sectors and regions. Nonetheless, we have observed and continue to observe macroeconomic uncertainty as a result of various events and trends, including labor resource shortages, commodity inflation, fluctuating interest rates, economic sanctions in response to international conflicts and instances of geopolitical, economic and financial market instability in the United States and abroad, including as a result of the imposition of tariffs on the United States or against its trading partners, and the global conflict in the Middle East, including Iran. One or more of these factors may contribute to increased market volatility and may have long- and short-term effects in the United States and worldwide financial markets.
Current wording
Economic activity has continued to accelerate across sectors and regions. Nonetheless, we have observed and continue to observe macroeconomic uncertainty as a result of various events and trends, including labor resource shortages, increased commodity inflation, fluctuating interest rates, economic sanctions in response to international conflicts and instances of geopolitical, economic and financial market instability in the United States and abroad, including as a result of the imposition of tariffs on the United States or against its trading partners, and the global conflict in the Middle East, including Iran. One or more of these factors may contribute to increased market volatility and may have long- and short-term effects in the United States and worldwide financial markets.
Previous wording
As of June 30, 2026, we had $968.2 million (at fair value) invested in 116 portfolio companies. As of June 30, 2026, our portfolio included approximately 89% of first lien debt (including unitranche investments), 1% of second lien debt, 0% of unsecured debt and 10% of equity investments at fair value. The composition of our investments at cost and fair value as of June 30, 2026 was as follows:
Current wording
As of September 30, 2026, we had $966.1 million (at fair value) invested in 119 portfolio companies. As of September 30, 2026, our portfolio included approximately 89% of first lien debt (including unitranche investments), 1% of second lien debt, 0% of unsecured debt and 10% of equity investments at fair value. The composition of our investments at cost and fair value as of September 30, 2026 was as follows:
Previous wording
Our investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms and conditions of the underlying loan agreements. As of June 30, 2026 and December 31, 2025, we had unfunded commitments of $45.7 million and $53.4 million, respectively, to provide financing to 77 and 77 portfolio companies, respectively. As of June 30, 2026, we had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility (as defined below)) to fund such unfunded commitments should the need arise.
Current wording
Our investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms and conditions of the underlying loan agreements. As of September 30, 2026 and December 31, 2025, we had unfunded commitments of $43.8 million and $53.4 million, respectively, to provide financing to 76 and 77 portfolio companies, respectively. As of September 30, 2026, we had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility (as defined below)) to fund such unfunded commitments should the need arise.
Previous wording
At June 30, 2026, our average portfolio company investment at amortized cost and fair value was approximately $8.4 million and $8.4 million, respectively, and our largest portfolio company investment at amortized cost and fair value was approximately $30.9 million and $26.0 million, respectively. At December 31, 2025, our average portfolio company investment at amortized cost and fair value was approximately $8.9 million and $8.7 million, respectively, and our largest portfolio company investment at amortized cost and fair value was approximately $26.1 million and $19.2 million, respectively.
Current wording
At September 30, 2026, our average portfolio company investment at amortized cost and fair value was approximately $8.3 million and $8.1 million, respectively, and our largest portfolio company investment at amortized cost and fair value was approximately $31.8 million and $24.3 million, respectively. At December 31, 2025, our average portfolio company investment at amortized cost and fair value was approximately $8.9 million and $8.7 million, respectively, and our largest portfolio company investment at amortized cost and fair value was approximately $26.1 million and $19.2 million, respectively.
Previous wording
At June 30, 2026 and December 31, 2025, 91.7% and 91.6% of our debt investments bore interest based on floating rates (subject to interest rate floors), respectively, and 8.3% and 8.4% bore interest at fixed rates, respectively.
Current wording
At September 30, 2026 and December 31, 2025, 92.5% and 91.6% of our debt investments bore interest based on floating rates (subject to interest rate floors), respectively, and 7.5% and 8.4% bore interest at fixed rates, respectively.
Previous wording
The weighted average yield on all of our debt investments as of June 30, 2026 and December 31, 2025 was approximately 9.0% and 9.3%, respectively. The weighted average yield on all of our investments, including non-income producing equity positions, as of June 30, 2026 and December 31, 2025 was approximately 8.4% and 8.7%, respectively. The weighted average yield was computed using the effective interest rates for all of our debt investments, including accretion of original issue discount. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders, but rather relates to a portion of our investment portfolio and is calculated before the payment of all of our subsidiaries’ fees and expenses.
Current wording
The weighted average yield on all of our debt investments as of September 30, 2026 and December 31, 2025 was approximately 9.1% and 9.3%, respectively. The weighted average yield on all of our investments, including non-income producing equity positions, as of September 30, 2026 and December 31, 2025 was approximately 8.5% and 8.7%, respectively. The weighted average yield was computed using the effective interest rates for all of our debt investments, including accretion of original issue discount. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders, but rather relates to a portion of our investment portfolio and is calculated before the payment of all of our subsidiaries’ fees and expenses.
Previous wording
As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $5.1 million and $25.1 million, respectively.
Current wording
As of September 30, 2026 and December 31, 2025, we had cash and cash equivalents of $2.3 million and $25.1 million, respectively.
Previous wording
During the six months ended June 30, 2025, we made an aggregate of $78.2 million of investments in nine new portfolio companies and 13 existing portfolio companies. During the six months ended June 30, 2025, we received an aggregate of $46.6 million in proceeds from repayments of our investments.
Current wording
During the nine months ended September 30, 2026, we made an aggregate of $83.5 million of investments in 10 new portfolio companies and 10 existing portfolio companies. During the nine months ended September 30, 2026, we received an aggregate of $121.2 million in proceeds from repayments of our investments.
Previous wording
During the six months ended June 30, 2026, we made an aggregate of $45.7 million of investments in six new portfolio companies and 11 existing portfolio companies. During the six months ended June 30, 2026, we received an aggregate of $90.9 million in proceeds from repayments of our investments.
Current wording
During the nine months ended September 30, 2025, we made an aggregate of $142.0 million of investments in 14 new portfolio companies and 18 existing portfolio companies. During the nine months ended September 30, 2025, we received an aggregate of $85.6 million in proceeds from repayments of our investments.
Previous wording
We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As of June 30, 2026, we had loans to five portfolio companies that were on non-accrual status, which represented approximately 8.5% of our total investments at cost and 5.4% at fair value. As of December 31, 2025, we had loans to five portfolio companies that were on non-accrual status, which represented approximately 7.5% of our total investments at cost and 4.1% at fair value. As of June 30, 2026 and December 31, 2025, $14.9 million and $11.2 million of income from investments on non-accrual had not been accrued, respectively.
Current wording
We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As of September 30, 2026, we had loans to six portfolio companies that were on non-accrual status, which represented approximately 9.6% of our total investments at cost and 5.4% at fair value. As of December 31, 2025, we had loans to five portfolio companies that were on non-accrual status, which represented approximately 7.5% of our total investments at cost and 4.1% at fair value. As of September 30, 2026 and December 31, 2025, $17.3 million and $11.2 million of income from investments on non-accrual had not been accrued, respectively.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Current wording
Comparison of the Three and Nine Months Ended September 30, 2026 and 2025
Previous wording
The following shows the breakdown of investment income for the three and six months ended June 30, 2026 and 2025 (in millions).
Current wording
The following shows the breakdown of investment income for the three and nine months ended September 30, 2026 and 2025 (in millions).
Previous wording
The decrease in investment income for the three and six months ended June 30, 2026 was due primarily to a decrease in prevailing market rates on our loans, typically in reference to the Secured Overnight Financing Rate (“SOFR”) and a decrease in our principal debt outstanding.
Current wording
The decrease in investment income for the three and nine months ended September 30, 2026 was due primarily to a decrease in prevailing market rates on our loans, typically in reference to the Secured Overnight Financing Rate (“SOFR”) and a decrease in our principal debt outstanding.
Previous wording
The following shows the breakdown of operating expenses for the three and six months ended June 30, 2026 and 2025 (in millions).
Current wording
The following shows the breakdown of operating expenses for the three and nine months ended September 30, 2026 and 2025 (in millions).
Previous wording
The decrease in gross operating expenses for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, was due to the decrease in income incentive fees, partially offset by higher management fees and increased professional fees.
Current wording
The decrease in gross operating expenses for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025, was due to the decrease in income incentive fees, partially offset by higher management fees and increased professional fees.
Previous wording
The decrease in net investment income over the respective three and six months periods was due to decreased interest income as explained in the “Revenues” section above, partially offset by a decrease in operating expenses as explained in the “Expenses” section above.
Current wording
The decrease in net investment income over the respective three and nine months periods was due to decreased interest income as explained in the “Revenues” section above, partially offset by a decrease in operating expenses as explained in the “Expenses” section above.
Previous wording
Proceeds from repayments of investments and amortization of certain other investments for the six months ended June 30, 2026 totaled $90.9 million and net realized losses totaled ($6.5) million.
Current wording
Proceeds from repayments of investments and amortization of certain other investments for the nine months ended September 30, 2026 totaled $121.2 million and net realized losses totaled ($6.5) million.
Previous wording
Net change in unrealized appreciation (depreciation) of investments primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.
Current wording
Net change in unrealized depreciation of investments primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.
Previous wording
Net change in unrealized appreciation on investments and cash equivalents for the three months ended June 30, 2026 and 2025 totaled $15.9 million and $1.4 million, respectively.
Current wording
Net change in unrealized depreciation on investments and cash equivalents for the three months ended September 30, 2026 and 2025 totaled ($13.5) million and ($5.1) million, respectively.
Previous wording
The change in unrealized appreciation over the respective periods was due to reversals of previous write-ups that were realized and company-specific investment write-downs, partially offset by company-specific write-ups.
Current wording
The change in unrealized (depreciation) appreciation over the respective periods was due to company-specific write-downs.
Previous wording
Net change in unrealized appreciation on investments and cash equivalents for the six months ended June 30, 2026 and 2025 totaled $9.4 million and $2.6 million, respectively.
Current wording
Net change in unrealized depreciation on investments and cash equivalents for the nine months ended September 30, 2026 and 2025 totaled ($4.2) million and ($2.5) million respectively.
Previous wording
The change in unrealized appreciation over the respective periods was due to reversals of previous write-downs that were realized and company-specific investment write-ups, offset by company-specific write-downs.
Current wording
The change in unrealized depreciation over the respective periods was due to company-specific write-downs and reversals of previous write-ups that were realized.
Previous wording
We have direct wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit us to hold equity investments in portfolio companies, which are “pass through” entities for U.S. federal income tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with us for U.S. federal income tax purposes and may generate U.S. federal income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The U.S. federal income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in our consolidated financial statements. For both the three and six months ended June 30, 2026 and June 30, 2025, we did not record deferred income tax benefit or provision related to the Taxable Subsidiaries. As of both June 30, 2026 and December 31, 2025, there was $0.0 of deferred tax liabilities on the Consolidated Statements of Assets and Liabilities.
Current wording
We have direct wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit us to hold equity investments in portfolio companies, which are “pass through” entities for U.S. federal income tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with us for U.S. federal income tax purposes and may generate U.S. federal income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The U.S. federal income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in our consolidated financial statements. For both the three and nine months ended September 30, 2026 and September 30, 2025, we did not record deferred income tax benefit or provision related to the Taxable Subsidiaries. As of both September 30, 2026 and December 31, 2025, there was $0.0 of deferred tax liabilities on the Consolidated Statements of Assets and Liabilities.
Previous wording
Net Increase in Net Assets Resulting from Operations
Current wording
For the three months ended September 30, 2025, net increase in net assets resulting from operations totaled $6.7 million, or $0.23 per common share (based on 28,480,472 weighted average shares outstanding for the three months ended September 30, 2025).
Previous wording
The net decrease in net assets between the respective periods was due to higher unrealized depreciation and lower net investment income, offset by decreased net realized losses in the current year.
Current wording
The net decrease in net assets between the respective periods was due to higher unrealized depreciation and lower net investment income in the current year.
Previous wording
Our operating activities provided net cash of $56.2 million for the six months ended June 30, 2026, primarily in connection with the purchase of portfolio investments, offset by the net increase in net assets resulting from operations and sales and repayments of portfolio investments. Our financing activities for the six months ended June 30, 2026 used cash of $76.1 million, primarily from repayments of SBA-guaranteed debentures and shareholder distributions.
Current wording
Our operating activities provided net cash of $57.1 million for the nine months ended September 30, 2026, primarily in connection with the repayments of portfolio investments and the net increase in net assets resulting from operations, offset by the purchase of portfolio investments for the nine months ended September 30, 2026 used cash of $79.9 million, primarily from repayments of SBA-guaranteed debentures and shareholder distributions.
Previous wording
Our operating activities used net cash of $13.3 million for the six months ended June 30, 2025, primarily in connection with the purchase of portfolio investments, offset by the net increase in net assets resulting from operations and sales and repayments of portfolio investments. Our financing activities for the six months ended June 30, 2025 provided cash of $33.2 million, primarily from proceeds from the issuance of common stock, offset by net paydowns on our Credit Facility and shareholder distributions.
Current wording
Our operating activities used net cash of $33.5 million for the nine months ended September 30, 2025, primarily in connection with the purchase of portfolio investments, offset by the net increase in net assets resulting from operations and sales and repayments of portfolio investments. Our financing activities for the nine months ended September 30, 2025 provided cash of $22.4 million, primarily from proceeds from the issuance of common stock, offset by net paydowns on our Credit Facility and shareholder distributions.
Previous wording
Although we expect to fund the growth of our investment portfolio through the net proceeds from future public and private equity offerings and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act, our plans to raise capital may not be successful. In this regard, if our common stock trades at a price below our then-current net asset value per share, we may be limited in our ability to raise equity capital given that we cannot sell our common stock at a price below net asset value per share unless our stockholders approve such a sale and our Board makes certain determinations in connection therewith. A proposal, approved by our stockholders at our 2026 annual stockholders meeting, authorizes us to sell up to 25% of our outstanding common shares at a price equal to or below the then-current net asset value per share in one or more offerings. This authorization will expire on the earlier of (i) June 16, 2027, the one-year anniversary of our 2026 annual stockholders meeting, and (ii) the date of our 2027 annual stockholder meeting. We would need similar future approval from our stockholders to issue shares below the then-current net asset value per share any time after the expiration of the current approval. In addition, we intend to distribute between 90% and 100% of our taxable income to our stockholders in order to satisfy the requirements applicable to RICs under subchapter M of the Code. Consequently, we may not have the funds available to allow us to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.
Current wording
Although we expect to fund the growth of our investment portfolio through the net proceeds from future public and private equity offerings and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act, our plans to raise capital may not be successful. In this regard, if our common stock trades at a price below our then-current net asset value per share, we may be limited in our ability to raise equity capital given that we cannot sell our common stock at a price below net asset value per share unless our stockholders approve such a sale and our Board makes certain determinations in connection therewith. In addition, we intend to distribute between 90% and 100% of our taxable income to our stockholders in order to satisfy the requirements applicable to RICs under subchapter M of the Code. Consequently, we may not have the funds available to allow us to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.
Previous wording
Under the provisions of the 1940 Act, we are permitted, as a BDC that has satisfied certain requirements, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% of our gross assets, less all liabilities and indebtedness not represented by senior securities after each issuance. This requirement limits the amount that we may borrow. We have received exemptive relief from the SEC to permit us to exclude the debt of the Stellus Capital SBIC, LP (the “SBIC I subsidiary”), Stellus Capital SBIC II, LP (the “SBIC II subsidiary”), and Stellus Capital SBIC III, LP (the “SBIC III subsidiary”) (collectively, the “SBIC subsidiaries”) guaranteed by the U.S. Small Business Administration (“SBA”) from the definition of senior securities in the asset coverage test under the 1940 Act. As of June 30, 2026 and December 31, 2025, our asset coverage ratio was 206% and 203%, respectively. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing. As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $5.1 million and $25.1 million, respectively.
Current wording
Under the provisions of the 1940 Act, we are permitted, as a BDC that has satisfied certain requirements, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% of our gross assets, less all liabilities and indebtedness not represented by senior securities after each issuance. This requirement limits the amount that we may borrow. We have received exemptive relief from the SEC to permit us to exclude the debt of the Stellus Capital SBIC, LP (the “SBIC I subsidiary”), Stellus Capital SBIC II, LP (the “SBIC II subsidiary”), and Stellus Capital SBIC III, LP (the “SBIC III subsidiary”) (collectively, the “SBIC subsidiaries”) guaranteed by the U.S. Small Business Administration (“SBA”) from the definition of senior securities in the asset coverage test under the 1940 Act. As of September 30, 2026 and December 31, 2025, our asset coverage ratio was 198% and 203%, respectively. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing. As of September 30, 2026 and December 31, 2025, we had cash and cash equivalents of $2.3 million and $25.1 million, respectively.
Previous wording
As of June 30, 2026 and December 31, 2025, $222.2 million and $236.6 million, respectively, was outstanding under the Credit Facility. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair value of the Credit Facility is determined in accordance with Accounting Standards Codification (“ASC”) Topic 820,Fair Value Measurements and Disclosures(“ASC 820”), which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Credit Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. We incurred costs of $8.9 million in connection with the current Credit Facility, which are being amortized over the life of the facility. Additionally, $0.3 million of costs from a prior credit facility will continue to be amortized over the remaining life of the Credit Facility. As of June 30, 2026 and December 31, 2025, $3.0 million and $3.5 million of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on the Consolidated Statements of Assets and Liabilities as a deduction from the debt liability.
Current wording
As of September 30, 2026 and December 31, 2025, $230.6 million and $236.6 million, respectively, was outstanding under the Credit Facility. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair value of the Credit Facility is determined in accordance with Accounting Standards Codification (“ASC”) Topic 820,Fair Value Measurements and Disclosures(“ASC 820”), which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Credit Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. We incurred costs of $9.0 million in connection with the current Credit Facility, which are being amortized over the life of the facility. Additionally, $0.3 million of costs from a prior credit facility will continue to be amortized over the remaining life of the Credit Facility. As of September 30, 2026 and December 31, 2025, $2.7 million and $3.5 million of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on the Consolidated Statements of Assets and Liabilities as a deduction from the debt liability.
Previous wording
Interest is paid monthly or quarterly in arrears. The following table summarizes the interest expense and amortized loan fees on the Credit Facility for the three and six months ended June 30, 2026 and 2025 (dollars in millions):
Current wording
Interest is paid monthly or quarterly in arrears. The following table summarizes the interest expense and amortized loan fees on the Credit Facility for the three and nine months ended September 30, 2026 and 2025 (dollars in millions):
Previous wording
$64.1 million and $75.0 million in “regulatory capital,” respectively, as such term is defined by the SBA, and $85.0 million and $124.0 million of SBA-guaranteed debentures outstanding, respectively. During the six months ended June 30, 2026, the SBIC I subsidiary repaid $39.0 million of SBA-guaranteed debentures that matured during the period. As of both June 30, 2026 and December 31, 2025, the SBIC II subsidiary had $87.5 million in regulatory capital and $175.0 million of SBA-guaranteed debentures outstanding. As of June 30, 2026 and December 31, 2025, the SBIC III subsidiary had $20.0 million and $0.0 million in regulatory capital, respectively, and $0 of SBA-guaranteed debentures outstanding for both periods.
Current wording
Due to the SBIC subsidiaries’ status as licensed SBICs, we can issue debentures guaranteed by the SBA at favorable interest rates. Under the regulations applicable to SBICs, a single licensee can have outstanding SBA-guaranteed debentures, subject to a regulatory leverage limit, up to two times the amount of regulatory capital. As of September 30, 2026 and December 31, 2025, the SBIC I subsidiary had $64.1 million and $75.0 million in “regulatory capital,” respectively, as such term is defined by the SBA, and $85.0 million and $124.0 million of SBA-guaranteed debentures outstanding, respectively. During the nine months ended September 30, 2026, the SBIC I subsidiary repaid $39.0 million of SBA-guaranteed debentures that matured during the period. As of both September 30, 2026 and December 31, 2025, the SBIC II subsidiary had $87.5 million in regulatory capital and $175.0 million of SBA-guaranteed debentures outstanding. As of September 30, 2026 and December 31, 2025, the SBIC III subsidiary had $35.0 million and $0.0 million in regulatory capital, respectively, and $0 of SBA-guaranteed debentures outstanding for both periods.
Previous wording
On August 12, 2014, we obtained exemptive relief from the SEC to permit us to exclude debt of the SBIC subsidiaries guaranteed by the SBA for purposes of complying with 150% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting us to borrow up to $475.0 million more than we would otherwise be able to absent the receipt of this exemptive relief.
Current wording
On August 12, 2014, we obtained exemptive relief from the SEC to permit us to exclude debt of the SBIC subsidiaries guaranteed by the SBA for purposes of complying with the 150% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting us to borrow up to $475.0 million more than we would otherwise be able to absent the receipt of this exemptive relief.
Previous wording
On a stand-alone basis, the SBIC subsidiaries held $458.9 million and $492.7 million in assets at June 30, 2026 and December 31, 2025, respectively, which accounted for approximately 46.7% and 47.3% of our total consolidated assets, respectively.
Current wording
On a stand-alone basis, the SBIC subsidiaries held $459.6 million and $492.7 million in assets at September 30, 2026 and December 31, 2025, respectively, which accounted for approximately 47.2% and 47.3% of our total consolidated assets, respectively.
Previous wording
As of June 30, 2026 and December 31, 2025, the carrying amount of the SBA-guaranteed debentures was $257.3 million and $296.0 million, respectively. At the measurement date, the estimated fair value of the SBA-guaranteed debentures as prepared for disclosure purposes was $231.7 million. The fair value of the SBA-guaranteed debentures is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the SBA-guaranteed debentures is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. At June 30, 2026 and December 31, 2025, the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6 to the Consolidated Financial Statements.
Current wording
As of September 30, 2026 and December 31, 2025, the carrying amount of the SBA-guaranteed debentures was $257.5 million and $296.0 million, respectively. At the measurement date, the estimated fair value of the SBA-guaranteed debentures as prepared for disclosure purposes was $239.1 million. The fair value of the SBA-guaranteed debentures is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the SBA-guaranteed debentures is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. At September 30, 2026 and December 31, 2025, the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6 to the Consolidated Financial Statements.
Previous wording
As of June 30, 2026, we have incurred $11.1 million in financing costs related to the SBA-guaranteed debentures since the SBIC subsidiaries received their licenses, which were recorded as prepaid loan fees. As of June 30, 2026 and December 31, 2025, $2.7 million and $3.0 million of prepaid financing costs had yet to be amortized, respectively. These prepaid loan fees are presented on the Consolidated Statements of Assets and Liabilities as a deduction from the debt liability.
Current wording
As of September 30, 2026, we have incurred $11.1 million in financing costs related to the SBA-guaranteed debentures since the SBIC subsidiaries received their licenses, which were recorded as prepaid loan fees. As of September 30, 2026 and December 31, 2025, $2.5 million and $3.0 million of prepaid financing costs had yet to be amortized, respectively. These prepaid loan fees are presented on the Consolidated Statements of Assets and Liabilities as a deduction from the debt liability.
Previous wording
The following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the three and six months ended June 30, 2026 and 2025 (dollars in millions):
Current wording
The following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the three and nine months ended September 30, 2026 and 2025 (dollars in millions):
Previous wording
The following table summarizes the interest expense and deferred financing costs on the 2026 Notes Payable for the three and six months ended June 30, 2026 and 2025 (dollars in millions):
Current wording
The following table summarizes the interest expense and deferred financing costs on the 2026 Notes Payable for the three and nine months ended September 30, 2026 and 2025 (dollars in millions):
Showing the first 40 of 50 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On August 11, 2023, we entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) with Keefe Bruyette & Woods, Inc. and Raymond James & Associates, Inc., as sales agents and/or principal thereunder. Under the 2023 Equity
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Due to the SBIC subsidiaries’ status as licensed SBICs, we can issue debentures guaranteed by the SBA at favorable interest rates. Under the regulations applicable to SBICs, a single licensee can have outstanding SBA-guaranteed debentures, subject to a regulatory leverage limit, up to two times the amount of regulatory capital. As of June 30, 2026 and December 31, 2025, the SBIC I subsidiary had
Previous report — wording carried elsewhere
proceeds from this at-the-market sales program to repay certain outstanding indebtedness and make investments in portfolio companies in accordance with our investment objective and strategies.