Ridgepost Capital closes $125M acquisition of Stellus, a $4B direct lending platform

Ridgepost Capital, Inc. (NYSE: RPC) (“Ridgepost” or “Ridgepost Capital”) today announced it has completed its previously announced acquisition of Stellus Capital Management, LLC (“Stellus”), a leading U.S. direct lender focused on the lower-middle market with approximately $4 billion in assets under management.

Based in Houston, TX, Stellus is an established direct lending platform that provides senior-secured loans to sponsor-backed, lower-middle market companies in the U.S. With $3.8 billion in assets under management as of March 31, 2026, including $2.6 billion in fee-paying AUM, more than 70% of its fee-related revenue is generated from permanent capital vehicles. Stellus’ senior team has been investing together for over 22 years and has deployed in excess of $10.5 billion of capital across over 375 companies during that time.

“Closing the Stellus transaction marks another significant milestone in Ridgepost’s strategy to partner with leading specialized investment managers operating in the middle and lower-middle market,” said Luke Sarsfield, Ridgepost Capital Chairman and Chief Executive Officer. “This acquisition is a natural fit with Ridgepost’s lower-middle market GP ecosystem, creating growth opportunities and further differentiating our investment strategies. Stellus’ longstanding operating history and track record will meaningfully enhance our private credit capabilities, underpinned by a shared philosophy of investment excellence and long-term value creation for clients.”

“We are pleased to join Ridgepost’s leading alternatives platform and begin this next phase of growth together,” said Robert Ladd, Managing Partner of Stellus. “Ridgepost’s broad and collaborative platform, extensive sponsor relationships, and commitment to partnership strengthen our ability to originate attractive investment opportunities across our BDCs and private funds. We are confident this combination offers access to expertise and insights from complementary investment managers, allowing us to better meet the evolving needs of our investors.”

On June 22, 2026 (the “Closing Date”), Ridgepost Capital, LLC, a Delaware limited liability company (“Ridgepost LLC”) and a subsidiary of Ridgepost Capital, Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition (the “Acquisition”) of all the issued and outstanding equity interests of Stellus Capital Management, LLC, a Delaware limited liability company (“Stellus”) in accordance with the terms and conditions of the previously announced interest purchase agreement, dated February 4, 2026

In addition, subject to certain conditions, up to an additional $60,000,000 in consideration (an “Earnout Payment”) may be payable based on the financial performance of Stellus during fiscal years 2027 and 2029 (with payments, if earned, to be made in 2028 and 2030, respectively). Any Earnout Payment shall be paid in Units or Class A Common Stock, subject to potential reduction in accordance with the terms of the Purchase Agreement, provided that, at the Sellers’ option, up to 50% of any Earnout Payment (or a greater percentage in the event the number of Units or Class A Common Stock otherwise issuable would, together with the Units and Class A Common Stock issued at closing, equal or exceed 20% of the outstanding shares of Parent Common Stock (as defined in the Purchase Agreement) as of the date of the Purchase Agreement) shall be paid in cash in U.S. dollars.

Shares of Class A Common Stock beneficially held by the Sellers(including following an exchange of Units in accordance with the Exchange Agreement) will be subject to a restricted period during which the holder cannot offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose thereof, directly or indirectly. The restricted period terminates as follows: (i) with respect to one-third of the Class A Common Stock held by such stockholder, on the first anniversary of the Closing Date; (ii) with respect to two-thirds of the Class A Common Stock held by such stockholder, on the second anniversary of the Closing Date; and (iii) with respect to all of the Class A Common Stock held by such stockholder, on the third anniversary of the Closing Date.

The Company financed the upfront cash consideration for the Acquisition with cash on hand and borrowings under its existing credit facility.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02.

On June 22, 2026, the Company issued a press release announcing the closing of the Acquisition.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include the inability to recognize the anticipated benefits of the Acquisition on the anticipated timeline or at all; purchase price adjustments; unexpected costs related to the Acquisition and the integration of the Stellus business and operations; our ability to manage growth and execute our business plan; our increased outstanding indebtedness as a result of the Acquisition