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SC TO-I ·Filed Nov 3, 2026
ST

Stellus Private Credit BDC

NEUTRAL
Impact 3/10
Horizonweeks Processed2d 7h ago SEC0001104659-26-121884
Tender offer (issuer buyback)
Actionable Insight • Neutral

Monitor the December 2, 2026 NAV determination and the final tender results for signals on shareholder demand for liquidity and the company's NAV trajectory. The quarterly tender pattern provides recurring liquidity events for this non-traded BDC.

DirectionNeutral
Confidencehigh
Horizonweeks

Executive Summary

Stellus Private Credit BDC launched a quarterly tender offer to repurchase up to 709,272.863 shares (5.0% of outstanding) at NAV per share as of December 2, 2026, with an estimated maximum cost of $10.8 million. The offer provides liquidity to shareholders in a stock with no public market, funded by cash on hand and/or borrowings under a $300 million credit facility. Management and trustees are not tendering any shares.

Key Financial Metrics

Deal Value
$10.8M

Key Facts

  • Offering to purchase up to 709,272.863 shares, representing 5.0% of outstanding shares as of September 30, 2026
  • Purchase price equals NAV per share as of December 2, 2026; most recent disclosed NAV was $15.25 as of June 30, 2026
  • Maximum cost estimated at $10,816,411.16 based on $15.25 per share
  • Offer expires December 1, 2026, unless extended
  • Funded via cash on hand and/or borrowings under a $300 million committed credit facility
  • No trustees or executive officers intend to tender shares; they hold 0.5% of outstanding collectively
  • Company intends to conduct quarterly tender offers at Board discretion
  • Not conditioned on any minimum number of shares being tendered

Financial Impact

Up to $10.8 million share repurchase (5% of shares outstanding at NAV)

share countshareholders' equitycash

Risk Factors

  • If tenders exceed the 5% cap, shares will be repurchased pro rata, leaving some requests unsatisfied
  • Funding via credit facility increases leverage; debt ratio was 1.08x as of November 2, 2026
  • NAV per share may change between the June 30, 2026 reference and the December 2, 2026 pricing date

Documents Analyzed

This report is based on 8 SEC documents filed with EDGAR.

DocumentAccession Number
SC TO-I Filing (Primary)0001104659-26-121884
Document: tm2628820d1_ex99-xax1xb.htm0001104659-26-121884
Document: tm2628820d1_sctoi.htm0001104659-26-121884
Document: tm2628820d1_ex-filingfees.htm0001104659-26-121884
Document: tm2628820d1_ex99-xax1xc.htm0001104659-26-121884
Document: 0001104659-26-121884-index-headers.html0001104659-26-121884
Document: 0001104659-26-121884-index.html0001104659-26-121884
Document: 0001104659-26-121884.txt0001104659-26-121884

US Market Status

Market Closed · Opens Mon (59h 29m)

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Report published Nov 3, 2026