According to P10's February 5, 2026 investor presentation (Exhibit 99.2 to its Form 8-K), the deal totals $250 million in upfront consideration, split evenly between $125 million in cash and $125 million in P10 Intermediate Holdings LLC units exchangeable 1-for-1 into P10/Ridgepost Class A common stock, plus up to $60 million in earnout consideration tied to Stellus' fee-related revenue in fiscal years 2027 and 2029 (payable up to 50 percent in cash at the sellers' option). The presentation states the upfront consideration represents approximately 12 times Stellus' estimated 2025 fee-related earnings (FRE). Equity consideration delivered at closing is subject to a lock-up that releases in thirds on the first, second and third anniversaries of closing; earnout equity is subject to an 18-month lock-up releasing in thirds every six months. P10 stated the transaction is expected to be modestly accretive to its adjusted net income (ANI) per share in the first full year post-close and modestly accretive to its fee-related earnings margin, with both figures assuming no synergies, and said it would finance the upfront cash consideration with cash on hand and its existing credit facility.

Strategically, P10's investor presentation described the deal as an expansion into lower-middle-market direct lending that is a natural fit with P10's existing middle and lower-middle-market GP ecosystem, particularly its RCP strategy, citing Stellus' 20-plus year track record, $10.3 billion invested across more than 375 portfolio companies, and a disciplined underwriting approach that produced a five-year average leverage at origination of approximately 3.4x versus a cited middle-market average of about 5.0x, with an annualized default rate of about 1.10 percent and annualized loss rate of about 0.14 percent since inception. In the original February 5, 2026 press release, Stellus Managing Partner Robert Ladd said, "Luke Sarsfield and the P10 team have established a highly scaled and diversified private markets platform with a clear focus on the middle and lower-middle market, and we see strong alignment in our respective approaches," while P10 Chairman and CEO Luke Sarsfield called the deal "a continuation of P10's long-term strategy to partner with leading specialized investment managers operating in the middle and lower-middle market." Stellus will continue to be run by its existing partners, who retain day-to-day control of investment decisions and the investment committee; the deal excludes existing private fund carried interest and performance fees, though up to 15 percent of future carry tied to new funds may be allocated to non-Stellus P10 employees.

The transaction closed on June 22, 2026, as confirmed by Ridgepost Capital, Inc.'s Form 8-K filed that day (Item 2.01, Completion of Acquisition of Assets). At closing, consideration consisted of $125,000,000 in cash, 11,191,149 Class A membership units of Ridgepost Capital, LLC, and 579,096 shares of Ridgepost Class A common stock, subject to customary working-capital and other adjustments; the slightly different unit/share split from the announcement reflects those closing adjustments. Ridgepost funded the cash portion with cash on hand and borrowings under its existing credit facility; in connection with closing, Ridgepost LLC drew $139,000,000 on its revolving credit facility, which lenders including JPMorgan Chase Bank, N.A. had increased by $20,000,000 (from $175,000,000 to $195,000,000) under a June 11, 2026 Increase Agreement, leaving approximately $14,000,000 available under the facility immediately after closing. Pro forma financial statements and financial statements of the acquired business were not filed with the closing 8-K; Ridgepost stated it would file any required financial statements and pro forma information by amendment no later than 71 days after the 8-K's required filing date.

At closing, Ridgepost Capital Chairman and CEO Luke Sarsfield said, "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... This acquisition is a natural fit with Ridgepost's lower-middle market GP ecosystem, creating growth opportunities and further differentiating our investment strategies." Robert Ladd said, "We are pleased to join Ridgepost's leading alternatives platform and begin this next phase of growth together... 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."

Goldman, Sachs & Co. acted as exclusive financial advisor to Stellus, with Eversheds Sutherland (US) LLP and Winston & Strawn LLP serving as Stellus' legal advisors; Kirkland & Ellis LLP and Troutman Pepper Locke LLP served as legal advisors to Ridgepost Capital (P10), as confirmed in both the February 5, 2026 announcement release and the June 22, 2026 closing release. No financial advisor to P10/Ridgepost was identified in the filings reviewed.

Separately, because the change of control of Stellus Capital Management constituted an "assignment" of its existing investment advisory agreement with Stellus Capital Investment Corporation under the Investment Company Act of 1940, that agreement terminated automatically at closing. Stellus Capital Investment Corporation's stockholders approved a new investment advisory agreement with identical economic terms at the company's June 16, 2026 annual meeting (14,244,374 votes for, 721,794 against, 806,722 abstentions), and the new agreement became effective June 22, 2026, concurrent with the Stellus Capital Management ownership change. No purchase price, exchange ratio, or other consideration was paid to or received by Stellus Capital Investment Corporation or its public stockholders in connection with the Stellus Capital Management ownership change; the BDC was not a party to the purchase agreement. Given the closing 8-K and confirmed deal terms described above, status should be treated as closed; prior guidance characterizing the deal as merely "pending regulatory approval" is superseded by this filing evidence of consummation on June 22, 2026.