Stellus Capital Investment (SCM) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 16, 2026, with shareholders voting on the re-election of one director, approval of a new investment advisory agreement, and potential adjournment to solicit additional proxies.

• Ridgepost Capital, LLC will acquire Stellus Capital Management, resulting in a change of control for the investment adviser, but no material changes to advisory services or management are expected.

• The new investment advisory agreement is identical to the existing one except for the date and term, ensuring continuity in investment strategy, team, and fee structure.

• The Board, including all Independent Directors, unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) re-election of Bruce R. Bilger as director, (2) approval of the new investment advisory agreement, (3) adjournment of the meeting if needed, and (4) other business as may arise.

• Approval of the new advisory agreement requires a majority of outstanding voting securities as defined by the 1940 Act.

• If the new agreement is not approved, alternatives include an interim agreement, a new adviser, or liquidation.

Board of directors and corporate governance

• The Board consists of five members, three of whom are Independent Directors.

• Directors serve staggered three-year terms; Bruce R. Bilger is nominated for re-election.

• Dean D'Angelo, an interested director, will resign upon the change in control to comply with Section 15(f) of the 1940 Act.

• The Board has audit, compensation, and nominating/governance committees, all composed solely of Independent Directors.

• Annual Board and committee evaluations are conducted.