UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-01475

STELLUS PRIVATE CREDIT BDC

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other Jurisdiction of
Incorporation or Organization) 87-6878660
(I.R.S. Employer
Identification No.)

4400 Post Oak Parkway, Suite 2200

Houston, Texas 77027

(Address of Principal Executive Offices) (Zip Code)

(713) 292-5400

(Registrant’s Telephone Number, Including Area Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the issuer’s Common Shares of Beneficial Interest, par value $0.01 per share, outstanding as of May 14, 2025 was 10,887,176.

STELLUS PRIVATE CREDIT BDC

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Statements of Assets and Liabilities as of March 31, 2025 (unaudited) and December 31, 2024	1
	Consolidated Statements of Operations for the three month periods ended March 31, 2025 and 2024 (unaudited)	2
	Consolidated Statements of Changes in Net Assets for the three month periods ended March 31, 2025 and 2024 (unaudited)	3
	Consolidated Statements of Cash Flows for the three month periods ended March 31, 2025 and 2024 (unaudited)	4
	Consolidated Schedule of Investments as of March 31, 2025 (unaudited)	5
	Consolidated Schedule of Investments as of December 31, 2024	15
	Notes to Unaudited Financial Statements	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	74
Item 4.	Controls and Procedures	75
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	76
Item 1A.	Risk Factors	76
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76
Item 3.	Defaults Upon Senior Securities	76
Item 4.	Mine Safety Disclosures	76
Item 5.	Other Information	76
Item 6.	Exhibits	77
SIGNATURES		78

i

Item 1. Financial Statements

PART I — FINANCIAL INFORMATION

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

	March 31, 2025
	(unaudited)		December 31, 2024
ASSETS
Non-controlled, non-affiliated investments, at fair value (amortized cost of $330,520,503 and $297,791,269, respectively)	$	334,655,126	$	300,732,065
Cash and cash equivalents		2,490,153		2,144,116
Other receivable		—		4,340
Interest receivable		1,842,791		1,367,849
Expense reimbursement receivable from the Advisor (Note 2)		84,377		161,473
Deferred offering costs		119,101		127,983
Related party receivable		57,344		2,004
Prepaid expenses		136,647		164,350
Receivable for sales and repayments of investments		131,476		86,896
Total Assets	$	339,517,015	$	304,791,076
LIABILITIES
Credit Facilities payable	$	170,165,227	$	138,692,860
Unearned revenue		1,119,474		921,629
Management fees payable		690,553		648,149
Income incentive fee payable		453,470		452,186
Capital gains incentive fee payable		469,368		306,229
Interest payable		663,718		613,821
Administrative services payable		125,432		109,027
Income tax payable		33,776		51,427
Deferred tax liability		197,596		259,455
Other accrued expenses and liabilities		120,475		348,413
Total Liabilities	$	174,039,089	$	142,403,196
Commitments and contingencies (Note 7)
Net Assets	$	165,477,926	$	162,387,880
NET ASSETS
Common shares of beneficial interest, par value $0.01 per share (unlimited shares authorized; 10,873,321 and 10,715,095 issued and outstanding, respectively)	$	108,733	$	107,151
Paid-in capital		161,889,683		159,483,435
Total distributable earnings		3,479,510		2,797,294
Net Assets	$	165,477,926	$	162,387,880
Total Liabilities and Net Assets	$	339,517,015	$	304,791,076
Net Asset Value Per Share	$	15.22	$	15.16

1

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

	Three Months Ended
	March 31, 2025		March 31, 2024
INVESTMENT INCOME
Interest income	$	7,903,158	$	6,309,381
Other income		147,701		109,596
Total Investment Income	$	8,050,859	$	6,418,977
OPERATING EXPENSES
Management fees	$	1,035,829	$	800,654
Income incentive fees		578,315		598,401
Capital gains incentive fee		163,139		37,891
Professional fees		180,049		196,911
Amortization of deferred offering costs		69,834		46,728
Administrative services expenses		142,999		121,777
Trustees' fees		40,000		40,000
Insurance expense		21,884		20,196
Valuation fees		38,705		27,159
Interest expense and other fees		3,016,561		2,110,119
Income tax expense		2,349		21,589
Other general and administrative expenses		76,870		42,933
Total Operating Expenses	$	5,366,534	$	4,064,358
Expenses reimbursed/fees waived by Investment Advisor (Note 2)	$	(622,426)	$	(1,197,896)
Net Operating Expenses	$	4,744,108	$	2,866,462
Net Investment Income	$	3,306,751	$	3,552,515
Net realized gain on foreign currency translation	$	1,621	$	8,442
Net change in unrealized appreciation on non-controlled, non-affiliated investments		1,180,792		333,461
Net change in unrealized appreciation (depreciation) on foreign currency translations		13,034		(8,881)
Benefit for taxes on net unrealized loss on investments		61,859		45,885
Net Increase in Net Assets Resulting from Operations	$	4,564,057	$	3,931,422
Net Investment Income Per Share – basic and diluted	$	0.31	$	0.49
Net Increase in Net Assets Resulting from Operations Per Share – basic and diluted	$	0.42	$	0.54
Weighted Average Common Shares of Beneficial Interest Outstanding – basic and diluted		10,767,600		7,227,206
Distributions Per Share – basic and diluted	$	0.36	$	0.50

2

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (unaudited)

	Common Shares of
	Beneficial Interest					Total
	Number of	Par		Paid-in		distributable
	shares	value		capital		gain		Net Assets
Balances at December 31, 2023	7,102,136	$	71,021	$	104,810,048	$	3,140,953	$	108,022,022
Net investment income	—		—		—		3,552,515		3,552,515
Net realized gain on foreign currency translation	—		—		—		8,442		8,442
Net change in unrealized appreciation on non-controlled, non-affiliated investments	—		—		—		333,461		333,461
Net change in unrealized depreciation on foreign currency translations	—		—		—		(8,881)		(8,881)
Benefit for taxes on net unrealized loss on investments	—		—		—		45,885		45,885
Distributions from net investment income	—		—		—		(3,610,362)		(3,610,362)
Issuance of common shares of beneficial interest	255,902		2,559		3,901,680		—		3,904,239
Balances at March 31, 2024	7,358,038	$	73,580	$	108,711,728	$	3,462,013	$	112,247,321
Balances at December 31, 2024	10,715,095	$	107,151	$	159,483,435	$	2,797,294	$	162,387,880
Net investment income	—		—		—		3,306,751		3,306,751
Net realized gain on foreign currency translation	—		—		—		1,621		1,621
Net change in unrealized appreciation on non-controlled, non-affiliated investments	—		—		—		1,180,792		1,180,792
Net change in unrealized appreciation on foreign currency translations	—		—		—		13,034		13,034
Provision for taxes on net unrealized gain on investments	—		—		—		61,859		61,859
Distributions from net investment income	—		—		—		(3,881,841)		(3,881,841)
Issuance of common shares of beneficial interest	158,226		1,582		2,406,248		—		2,407,830
Balances at March 31, 2025	10,873,321	$	108,733	$	161,889,683	$	3,479,510	$	165,477,926

3

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Three Months Ended
	March 31, 2025		March 31, 2024
Cash Flows from Operating Activities
Net increase in net assets resulting from operations	$	4,564,057	$	3,931,422
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchases of investments		(36,779,535)		(16,534,629)
Proceeds from sales and repayments of investments		4,303,492		9,368,480
Net change in unrealized appreciation on investments		(1,180,792)		(333,461)
Net change in unrealized (appreciation) depreciation foreign currency translations		(13,034)		8,881
Increase in investments due to PIK		(67,674)		(159,943)
Amortization of premium and accretion of discount, net		(230,098)		(140,131)
Deferred tax benefit		(61,859)		(45,885)
Amortization of loan structure fees		128,346		94,108
Amortization of deferred offering costs		69,834		46,728
Changes in other assets and liabilities
Increase in interest receivable		(474,942)		(360,655)
Decrease in other receivable		4,340		—
(Increase) decrease in related party receivable		(55,340)		125,830
Decrease (increase) in expense reimbursements receivable from the Advisor		77,096		(71,236)
Decrease (increase) in prepaid expenses		27,703		(5,386)
Increase (decrease) in administrative services payable		16,405		(6,953)
Increase (decrease) in interest payable		49,897		(18,453)
Increase in income management fees payable		42,404		—
Increase (decrease) in income incentive fees payable		1,284		(32,847)
Increase in capital gains incentive fees payable		163,139		37,890
Increase (decrease) in unearned revenue		197,845		(113,054)
Decrease in income tax payable		(17,651)		(33,404)
Decrease in other accrued expenses and liabilities		(227,938)		(49,432)
Net Cash Used in Operating Activities	$	(29,463,021)	$	(4,292,130)
Cash Flows from Financing Activities
Proceeds from issuance of common shares of beneficial interest	$	2,407,830	$	3,904,239
Offering costs paid for common shares of beneficial interest issued		(60,952)		(46,729)
Stockholder distributions paid		(3,881,841)		(7,161,430)
Borrowings under Credit Facilities		36,500,000		20,400,000
Repayments of Credit Facilities		(5,150,000)		(13,100,000)
Financing costs paid on Credit Facilities		(5,979)		—
Net Cash Provided by Financing Activities	$	29,809,058	$	3,996,080
Net Increase (Decrease) in Cash and Cash Equivalents	$	346,037	$	(296,050)
Cash and Cash Equivalents Balance at Beginning of Period		2,144,116		593,685
Cash and Cash Equivalents Balance at End of Period	$	2,490,153	$	297,635
Supplemental and Non-Cash Activities
Cash paid for interest expense	$	2,838,318	$	2,034,464
Income and excise tax paid		20,000		54,993
Value of common shares of beneficial interest issued pursuant to Dividend Reinvestment Plan		1,185,787		354,239
Decrease in dividends payable		—		(3,551,068)

4

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2025

(unaudited)

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK(10)	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Non-controlled, non-affiliated investments
2X LLC	(4)								Berwyn, PA
Term Loan	(5)	First Lien	3M SOFR+5.00%	2.00%	9.30%		6/5/2023	6/5/2028	Services: Business	$	1,776,873	$	1,745,367	$	1,767,989	1.07%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.00%	2.00%	9.30%		6/5/2023	6/5/2028			691,006		678,754		687,551	0.42%
Term Loan	(5)	First Lien	3M SOFR+5.00%	2.00%	9.30%		10/31/2023	6/5/2028			467,910		459,072		465,570	0.28%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.00%	2.00%	9.30%		10/31/2023	6/5/2028			181,965		178,528		181,055	0.11%
Term Loan	(5)	First Lien	3M SOFR+5.00%	2.00%	9.30%		12/2/2024	6/5/2028			1,750,134		1,725,948		1,741,383	1.05%
Revolver	(5)	First Lien	3M SOFR+5.00%	2.00%	9.30%		6/5/2023	6/5/2028			968,508		968,508		963,665	0.58%
2X Investors LP Class A Units		Equity					6/5/2023				50,361		151,137		1,093,668	0.66%
Total												$	5,907,314	$	6,900,881	4.17%
AdCellerant LLC	(4)								Denver, CO
Term A Loan	(5)	First Lien	1M SOFR+6.00%	2.00%	10.32%		12/12/2023	12/12/2028	Media: Advertising, Printing & Publishing	$	3,445,175	$	3,390,551	$	3,410,723	2.06%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+6.00%	2.00%	10.32%		12/12/2023	12/12/2028			2,202,653		2,167,729		2,180,626	1.32%
AdCellerant Holdings, LLC Series A Units		Equity					12/12/2023				437,006		437,006		346,536	0.21%
Total												$	5,995,286	$	5,937,885	3.59%
AGT Robotique Inc.	(4)(6)								Trois Rivieres, Canada
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.00%	9.55%		6/24/2024	6/22/2029	Capital Equipment	$	5,148,005	$	5,056,873	$	5,070,785	3.06%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.25%	1.00%	9.55%		6/24/2024	6/22/2029			3,291,347		3,233,082		3,241,977	1.96%
Total												$	8,289,955	$	8,312,762	5.02%
American Refrigeration, LLC	(4)								Jacksonville, FL
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.50%	10.55%		3/31/2023	3/31/2028	Capital Equipment	$	2,233,589	$	2,196,171	$	2,233,589	1.35%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.50%	10.55%		3/31/2023	3/31/2028			1,428,032		1,404,109		1,428,032	0.86%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.25%	1.50%	10.55%		3/31/2023	3/31/2028			291,159		288,320		291,159	0.18%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.50%	10.55%		3/31/2023	3/31/2028			186,151		184,336		186,151	0.11%
AR-USA Holdings, LLC Class A Units		Equity					3/31/2023				91		87,497		141,639	0.09%
Total												$	4,160,433	$	4,280,570	2.59%
AMII Acquisition, LLC	(4)								Coral Gables, FL
Term Loan	(5)	First Lien	3M SOFR+4.75%	1.50%	9.05%		12/4/2024	12/4/2029	Services: Consumer	$	3,604,936	$	3,553,661	$	3,550,862	2.15%
AMII Holdings, LP Class B Units		Equity					12/3/2024				6,376		63,758		68,100	0.04%
Total												$	3,617,419	$	3,618,962	2.19%
Amika OpCo LLC	(4)								Brooklyn, NY
Term Loan	(5)	First Lien	6M SOFR+5.25%	0.75%	9.62%		7/1/2022	7/1/2029	Consumer Goods: Non-Durable	$	4,329,040	$	4,268,882	$	4,329,040	2.62%
Term Loan (PBDC SPV)	(5)	First Lien	6M SOFR+5.25%	0.75%	9.62%		7/1/2022	7/1/2029			2,767,747		2,729,286		2,767,747	1.67%
Term Loan	(5)	First Lien	6M SOFR+5.75%	0.75%	10.33%		12/5/2023	7/1/2029			694,216		682,826		694,216	0.42%
Term Loan (PBDC SPV)	(5)	First Lien	6M SOFR+5.75%	0.75%	10.33%		12/5/2023	7/1/2029			443,843		436,561		443,843	0.27%
Ishtar Co-Invest-B LP Partnership Interests		Equity					7/1/2022				298,251		146,234		1,139,733	0.69%
Oshun Co-Invest-B LP Partnership Interests		Equity					7/1/2022				85,213		81,067		325,634	0.20%
Total												$	8,344,856	$	9,700,213	5.87%
Axis Portable Air LLC	(4)								Phoenix, AZ
Term Loan	(5)	First Lien	3M SOFR+5.25%	2.00%	9.55%		4/17/2023	3/22/2028	Capital Equipment	$	514,993	$	508,024	$	514,993	0.31%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.25%	2.00%	9.55%		4/17/2023	3/22/2028			329,258		324,803		329,258	0.20%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.25%	2.00%	9.55%		3/22/2022	3/22/2028			809,901		805,030		809,901	0.49%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.25%	2.00%	9.55%		3/22/2022	3/22/2028			517,805		514,691		517,805	0.31%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.25%	2.00%	9.55%		11/3/2022	3/22/2028			2,479,287		2,479,287		2,479,287	1.50%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.25%	2.00%	9.55%		11/3/2022	3/22/2028			1,585,118		1,585,118		1,585,118	0.96%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.25%	2.00%	9.55%		11/30/2023	3/22/2028			1,512,800		1,512,800		1,512,800	0.91%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.25%	2.00%	9.55%		11/30/2023	3/22/2028			967,200		967,200		967,200	0.58%
Axis Air Parent, LLC Preferred Units		Equity					3/22/2022				1,527		152,661		620,948	0.38%
Total												$	8,849,614	$	9,337,310	5.64%
Baker Manufacturing Company, LLC									Evansville, IN
BSC Blue Water Holdings, LLC Series A Units		Equity					7/5/2022		Capital Equipment		330,978		330,978		442,412	0.27%
Total												$	330,978	$	442,412	0.27%

5

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2025

(unaudited)

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK(10)	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Bart & Associates, LLC	(4)								McLean, VA
Term Loan	(5)	First Lien	3M SOFR+5.00%	1.00%	9.30%		8/16/2024	8/16/2030	High Tech Industries	$	2,057,968	$	2,024,530	$	2,047,678	1.24%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.00%	1.00%	9.30%		8/16/2024	8/16/2030			1,315,750	$	1,294,372	$	1,309,171	0.79%
Revolver	(5)	First Lien	3M SOFR+5.00%	1.00%	9.30%		8/16/2024	8/16/2030			157,169		157,169		156,383	0.09%
B&A Partners Holding, LLC Series A Preferred Units		Equity					8/16/2024				314,339		314,339		328,023	0.20%
Total												$	3,790,410	$	3,841,255	2.32%
BLP Buyer, Inc.									Houston, TX
BL Products Parent, L.P. Class A Units		Equity					2/1/2022		Capital Equipment		395,294		442,307		614,708	0.37%
Total												$	442,307	$	614,708	0.37%
Carolinas Buyer, Inc.	(4)								Charlotte, NC
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.50%	9.55%		12/20/2024	12/20/2030	Beverage & Food	$	3,076,296	$	3,024,121	$	3,030,152	1.83%
Carolinas Holdings, L.P. Class A Units		Equity					12/20/2024				285		285,351		266,568	0.16%
Total												$	3,309,472	$	3,296,720	1.99%
Cerebro Buyer, LLC	(4)								Columbia, SC
Term Loan	(5)	First Lien	1M SOFR+5.00%	1.00%	9.32%		3/15/2023	3/15/2029	Healthcare & Pharmaceuticals	$	1,246,676	$	1,223,488	$	1,246,676	0.75%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+5.00%	1.00%	9.32%		3/15/2023	3/15/2029			797,055		782,230		797,055	0.48%
Cerebro Holdings Partnership, L.P. Series A Partner Interests		Equity					3/15/2023				34,135		34,135		40,136	0.02%
Cerebro Holdings Partnership, L.P. Series B Partner Interests		Equity					3/15/2023				184,925		181,040		217,436	0.13%
Total												$	2,220,893	$	2,301,303	1.38%
CF Arch Holdings LLC									Houston, TX
CF Arch Holdings LLC Class A Units	(9)	Equity					8/10/2022		Services: Business		496,967		439,869		776,781	0.47%
Total												$	439,869	$	776,781	0.47%
Channel Partners Intermediateco, LLC	(4)								Tampa Bay, FL
Term Loan	(5)	First Lien	3M SOFR+7.00%	2.00%	11.55%		2/24/2022	2/7/2027	Retail	$	2,789,361	$	2,782,736	$	2,775,414	1.68%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+7.00%	2.00%	11.55%		2/24/2022	2/7/2027			1,783,362		1,779,126		1,774,445	1.07%
Term Loan	(5)	First Lien	3M SOFR+7.00%	2.00%	11.55%		6/24/2022	2/7/2027			271,737		270,482		270,378	0.16%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+7.00%	2.00%	11.55%		6/24/2022	2/7/2027			173,733		172,931		172,864	0.10%
Term Loan	(5)	First Lien	3M SOFR+7.00%	2.00%	11.55%		6/24/2022	2/7/2027			390,325		388,198		388,373	0.23%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+7.00%	2.00%	11.55%		6/24/2022	2/7/2027			249,552		248,192		248,304	0.15%
Revolver	(5)	First Lien	3M SOFR+7.00%	2.00%	11.54%		2/24/2022	2/7/2027			787,721		787,721		783,782	0.47%
Total												$	6,429,386	$	6,413,560	3.86%
Compost 360 Acquisition, LLC	(4)								Tampa, FL
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.80%		8/2/2023	8/2/2028	Environmental Industries	$	3,554,121	$	3,488,464	$	3,447,497	2.08%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	10.80%		8/2/2023	8/2/2028			2,272,307		2,230,329		2,204,138	1.33%
Revolver	(5)	First Lien	3M SOFR+6.50%	2.00%	10.80%		8/2/2023	8/2/2028			2,340,083		2,340,083		2,269,881	1.37%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.80%		8/2/2023	8/2/2028			661,106		653,575		641,273	0.39%
Compost 360 Investments, LLC Class A Units		Equity					8/2/2023				2,592		248,949		168,806	0.10%
Total												$	8,961,400	$	8,731,595	5.27%
COPILOT Provider Support Services, LLC	(4)								Maitland, FL
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.95%		11/22/2022	11/22/2027	Healthcare & Pharmaceuticals	$	5,670,130	$	5,601,692	$	5,641,779	3.41%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	10.95%		11/22/2022	11/22/2027			3,625,165		3,581,410		3,607,039	2.18%
Revolver	(5)	First Lien	3M SOFR+6.50%	2.00%	10.95%		11/22/2022	11/22/2027			261,116		261,116		259,810	0.16%
QHP Project Captivate Blocker, Inc. Common Stock		Equity					11/22/2022				8		544,779		438,783	0.27%
Total												$	9,988,997	$	9,947,411	6.02%
Craftable Intermediate II Inc.	(4)								Dallas, TX
Term Loan	(5)	First Lien	3M SOFR+5.75%	1.50%	10.05%		6/30/2023	6/30/2028	High Tech Industries	$	2,852,579	$	2,811,679	$	2,852,579	1.72%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	1.50%	10.05%		6/30/2023	6/30/2028			1,823,780		1,797,631		1,823,780	1.10%
Gauge Craftable LP Partnership Interests		Equity					6/30/2023				485,218		485,218		767,596	0.46%
Total												$	5,094,528	$	5,443,955	3.28%

6

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2025

(unaudited)

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK(10)	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Curion Holdings, LLC	(4)								Chicago, IL
Term Loan	(5)	First Lien	3M SOFR+6.50%	1.00%	10.70%		7/29/2022	7/29/2027	Services: Business	$	2,494,231	$	2,468,039	$	2,444,346	1.48%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	1.00%	10.70%		7/29/2022	7/29/2027			969,979		959,793		950,579	0.57%
Revolver	(5)	First Lien	3M SOFR+6.50%	1.00%	10.70%		7/29/2022	7/29/2027			1,100,384		1,100,384		1,078,376	0.65%
SP CS Holdings LLC Class A Units		Equity					7/29/2022				343,529		343,529		277,245	0.17%
Total												$	4,871,745	$	4,750,546	2.87%
EHI Buyer, Inc.									Grand Prarie, TX
EHI Group Holdings, L.P. Class A Units		Equity					7/31/2023		Environmental Industries		492	$	342,972	$	892,515	0.54%
Total												$	342,972	$	892,515	0.54%
Environmental Remedies, LLC	(4)								Hayward, CA
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.50%	9.55%		1/15/2025	1/15/2030	Services: Business	$	3,317,957	$	3,254,133	$	3,254,133	1.97%
ERI Parent Holdings, LLC Class A Units		Equity					1/15/2025				113,419		113,419		113,419	0.07%
Total												$	3,367,552	$	3,367,552	2.04%
Equine Network, LLC	(4)								Boulder, CO
Term A Loan	(5)	First Lien	1M SOFR+6.50%	1.00%	10.94%		5/22/2023	5/22/2028	Hotel, Gaming, & Leisure	$	2,129,353	$	2,089,018	$	2,129,353	1.29%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+6.50%	1.00%	10.94%		5/22/2023	5/22/2028			1,032,140		1,012,589		1,032,140	0.62%
Revolver	(5)	First Lien	1M SOFR+6.50%	1.00%	10.94%		5/22/2023	5/22/2028			353,198		353,198		353,198	0.21%
Delayed Draw Term Loan	(5)	First Lien	1M SOFR+6.50%	1.00%	10.94%		5/22/2023	5/22/2028			367,466		367,466		367,466	0.22%
Total												$	3,822,271	$	3,882,157	2.34%
Eskola LLC	(4)								Morristown, TN
Last Out Term Loan	(7)(8)	First Lien	3M SOFR+5.00%	1.50%	9.91%		12/19/2024	12/19/2029	Construction & Building	$	3,412,412	$	3,355,003	$	3,327,102	2.01%
Last Out Delayed Draw Term Loan	(7)(8)	First Lien	3M SOFR+5.00%	1.50%	9.91%		12/19/2024	12/19/2029			1,912,772		1,898,985		1,864,953	1.13%
Eskola Holdings, LLC Class A Units	(9)	Equity					12/19/2024				176		500,436		480,705	0.29%
Total												$	5,754,424	$	5,672,760	3.43%
evolv Consulting, LLC	(4)								Dallas, TX
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.81%		12/7/2023	12/7/2028	Services: Business	$	3,666,094	$	3,607,571	$	3,647,764	2.20%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	10.81%		12/7/2023	12/7/2028			1,425,703		1,402,944		1,418,574	0.86%
evolv Holdco, LLC Preferred Units		Equity					12/7/2023				266,927		266,927		281,093	0.17%
Total												$	5,277,442	$	5,347,431	3.23%
Exigo, LLC	(4)								Dallas, TX
Term Loan	(5)	First Lien	1M SOFR+6.25%	1.00%	10.67%		3/16/2022	3/16/2027	Services: Business	$	2,787,268	$	2,768,750	$	2,773,332	1.68%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+6.25%	1.00%	10.67%		3/16/2022	3/16/2027			1,083,938		1,076,737		1,078,518	0.65%
Gauge Exigo Coinvest, LLC Common Units		Equity					3/16/2022				168,003		168,003		167,575	0.10%
Total												$	4,013,490	$	4,019,425	2.43%
FairWave Holdings, LLC	(4)								Kansas City, MO
Term Loan	(5)	First Lien	3M SOFR+6.50%	1.50%	10.80%		4/1/2024	4/1/2029	Beverage & Food	$	1,862,639	$	1,827,038	$	1,834,699	1.12%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	1.50%	10.80%		4/1/2024	4/1/2029			1,190,867		1,168,106		1,173,004	0.71%
Term Loan	(5)	First Lien	3M SOFR+6.50%	1.50%	10.80%		3/31/2025	4/1/2029			559,491		548,301		551,099	0.33%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.50%	1.50%	10.80%		4/1/2024	4/1/2029			1,077,813		1,066,245		1,061,646	0.64%
GRC Java Holdings, LLC Class A Units		Equity					4/1/2024				1,157		115,663		192,554	0.12%
Total												$	4,725,353	$	4,813,002	2.92%
FiscalNote Boards LLC	(4)(6)								Toronto, Canada
Term Loan	(5)	First Lien	1M SOFR+5.50%	1.00%	9.82%		3/11/2024	3/12/2029	Services: Business	$	1,202,175	$	1,182,122	$	1,178,132	0.72%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+5.50%	1.00%	9.82%		3/11/2024	3/12/2029			467,513		459,715		458,163	0.28%
FCP-Connect Holdings LLC Series A Preferred Shares		Equity					5/28/2024				115		77,109		74,306	0.04%
FCP-Connect Holdings LLC Class A Common Shares		Equity					5/28/2024				115		-		-	0.00%
Total												$	1,718,946	$	1,710,601	1.04%

7

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2025

(unaudited)

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK(10)	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Florachem Corporation	(4)								Jacksonville, FL
Term Loan	(5)	First Lien	3M SOFR+6.50%	1.00%	10.95%		4/29/2022	4/29/2028	Chemicals, Plastics, & Rubber	$	750,331	$	741,422	$	750,331	0.46%
Term Loan	(5)	First Lien	3M SOFR+6.50%	1.00%	10.95%		2/10/2025	4/29/2028			157,417		154,403		157,417	0.10%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	1.00%	10.95%		4/29/2022	4/29/2028			479,720		474,024		479,720	0.29%
Revolver	(5)	First Lien	3M SOFR+6.50%	1.00%	10.95%		4/29/2022	4/29/2028			1,672,280		1,672,280		1,672,280	1.01%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.50%	1.00%	10.95%		4/29/2022	4/29/2028			319,429		319,429		319,429	0.19%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	1.00%	10.95%		4/29/2022	4/29/2028			204,225		204,225		204,225	0.12%
SK FC Holdings, L.P. Class A Units		Equity					4/29/2022				161		161,283		228,778	0.14%
Total												$	3,727,066	$	3,812,180	2.31%
Green Intermediateco II, Inc.									Irvine, CA
Term Loan	(5)	First Lien	3M SOFR+6.00%	2.00%	10.30%		8/8/2023	8/8/2028	High Tech Industries	$	3,822,463	$	3,751,741	$	3,784,238	2.29%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.00%	2.00%	10.30%		8/8/2023	8/8/2028			2,443,870		2,398,654		2,419,431	1.46%
Term Loan	(5)	First Lien	1M SOFR+6.00%	2.00%	10.32%		11/6/2024	8/8/2028			3,589,081		3,523,691		3,553,190	2.15%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.00%	2.00%	10.30%		8/8/2023	8/8/2028			984,491		975,062		974,646	0.59%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.00%	2.00%	10.30%		8/8/2023	8/8/2028			629,429		623,401		623,135	0.38%
Green Topco Holdings, LLC Class A Units	(9)	Equity					8/8/2023				194,512		145,222		248,256	0.15%
Total												$	11,417,771	$	11,602,896	7.02%
Guidant Corp.	(4)								Erie, PA
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.80%		3/11/2024	3/12/2029	Energy: Oil & Gas	$	4,648,019	$	4,511,795	$	4,648,019	2.81%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	10.80%		3/11/2024	3/12/2029			2,971,685		2,884,591		2,971,685	1.80%
Titan Meter Topco LP Class A Units		Equity					3/11/2024				395,667		395,667		483,886	0.29%
Total												$	7,792,053	$	8,103,590	4.90%
Heartland Business Systems, LLC									Little Chute, WI
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.70%		8/26/2022	8/26/2027	Services: Business	$	2,253,902	$	2,229,379	$	2,253,902	1.36%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.70%		8/26/2022	8/26/2027			876,518		866,981		876,518	0.53%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.70%		8/26/2022	8/26/2027			2,339,877		2,321,367		2,339,877	1.41%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.70%		8/26/2022	8/26/2027			909,952		902,754		909,952	0.55%
AMCO HBS Holdings, LP Class A Units		Equity					8/26/2022				1,570		120,502		267,279	0.16%
Total												$	6,440,983	$	6,647,528	4.01%
Husk AcquireCo Inc.	(6)								Vaughan, Canada
Term Loan	(5)	First Lien	6M SOFR+5.75%	1.50%	10.16%		11/14/2024	11/15/2029	Beverage & Food	$	2,125,396	$	2,095,537	$	2,104,142	1.27%
SK Spectra Holdings LP Class A Units		Equity					11/15/2024				119		119,320		124,896	0.08%
Total												$	2,214,857	$	2,229,038	1.35%
HV Watterson Holdings, LLC	(4)								#N/A
Term Loan		First Lien	12.0%	0.00%	8.00%	4.00%	2/1/2022	12/17/2026	#N/A	$	5,979,629	$	5,956,591	$	5,860,036	3.54%
Term Loan (PBDC SPV)		First Lien	12.0%	0.00%	8.00%	4.00%	2/1/2022	12/17/2026			2,305,570		2,296,687		2,259,459	1.37%
Revolver		First Lien	12.0%	0.00%	8.00%	4.00%	2/1/2022	12/17/2026			1,228,776		1,228,776		1,204,200	0.73%
Delayed Draw Term Loan		First Lien	12.0%	0.00%	8.00%	4.00%	2/1/2022	12/17/2026			145,261		144,621		142,356	0.09%
Delayed Draw Term Loan (PBDC SPV)		First Lien	12.0%	0.00%	8.00%	4.00%	2/1/2022	12/17/2026			56,008		55,761		54,888	0.03%
Total												$	9,682,436	$	9,520,939	5.76%
Identity Theft Guard Solutions, Inc.	(4)								Portland, OR
Term Loan	(5)	First Lien	3M SOFR+5.50%	1.50%	9.81%		2/28/2025	2/28/2030	Services: Business	$	7,127,072	$	6,986,354	$	6,986,354	4.22%
IDX Parent, LLC Class A-2 Units		Equity					2/28/2025				330,747		330,747		330,747	0.20%
Total												$	7,317,101	$	7,317,101	4.42%
Impact Home Services LLC	(4)								Tampa, FL
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.80%		4/28/2023	4/28/2028	Services: Consumer	$	2,633,516	$	2,588,331	$	2,528,175	1.53%
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.80%		6/30/2023	4/28/2028			119,705		117,596		114,917	0.07%
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.80%		10/11/2023	4/28/2028			240,020		235,618		230,419	0.14%
Revolver	(5)(14)	First Lien	3M SOFR+6.50%	2.00%	10.80%		4/28/2023	4/28/2028			607,105		607,105		582,821	0.35%
Impact Holdings Georgia LLC Class A Units		Equity					4/28/2023				212		212,303		-	0.00%
Impact Holdings Georgia LLC Class A-1 Units		Equity					1/31/2024				21		21,483		11,845	0.01%
Total												$	3,782,436	$	3,468,177	2.10%

8

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2025

(unaudited)

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK(10)	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Inoapps Bidco, LLC	(4)								Houston, TX
Term Loan	(5)	First Lien	3M SOFR+5.75%	1.00%	10.30%		2/15/2022	2/15/2027	High Tech Industries	$	3,981,997	$	3,947,770	$	3,962,087	2.39%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	1.00%	10.30%		2/15/2022	2/15/2027			1,554,056		1,540,698		1,546,286	0.93%
Revolver	(5)	First Lien	1M SOFR+5.75%	1.00%	10.19%		2/15/2022	2/15/2027			777,989		777,989		774,099	0.47%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.75%	1.00%	10.30%		2/15/2022	2/15/2027			1,663,431		1,655,655		1,655,114	1.00%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	1.00%	10.30%		2/15/2022	2/15/2027			649,188		646,153		645,942	0.39%
Inoapps Holdings, LLC Series A-1 Preferred Units		Equity					2/15/2022				512,365		543,572		712,042	0.43%
Total												$	9,111,837	$	9,295,570	5.61%
iNovex Information Systems Incorporated	(4)								Columbia, MD
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.00%	9.55%		12/17/2024	12/17/2030	Services: Business	$	3,396,084	$	3,346,715	$	3,328,162	2.01%
Revolver	(5)	First Lien	1M SOFR+5.25%	1.00%	9.57%		12/17/2024	12/17/2030			575,371		575,371		563,864	0.34%
Total												$	3,922,086	$	3,892,026	2.35%
Lightning Intermediate II, LLC	(4)								Jacksonville, FL
Term Loan	(5)	First Lien	6M SOFR+6.50%	1.00%	11.03%		6/6/2022	6/6/2027	Consumer Goods: Non-Durable	$	3,390,502	$	3,356,829	$	3,373,549	2.04%
Term Loan (PBDC SPV)	(5)	First Lien	6M SOFR+6.50%	1.00%	11.03%		6/6/2022	6/6/2027			2,167,698		2,146,169		2,156,860	1.30%
Gauge Vimergy Coinvest, LLC Units		Equity					6/6/2022				178		175,035		122,137	0.07%
Total												$	5,678,033	$	5,652,546	3.41%
Luxium Solutions, LLC									Deerfield Beach, OH
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		5/10/2024	12/1/2027	High Tech Industries	$	1,429,492	$	1,412,556	$	1,422,345	0.86%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		5/10/2024	12/1/2027			913,938		903,110		909,368	0.55%
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		5/10/2024	12/1/2027			608,744		601,533		605,700	0.37%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		5/10/2024	12/1/2027			389,197		384,587		387,251	0.23%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		5/10/2024	12/1/2027			295,518		293,703		294,040	0.18%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		5/10/2024	12/1/2027			188,938		187,777		187,993	0.11%
Total												$	3,783,266	$	3,806,697	2.30%
MacKenzie-Childs Acquisition, Inc.	(4)								Aurora, NY
Term Loan	(5)	First Lien	3M SOFR+5.50%	1.00%	9.95%		9/2/2022	9/2/2027	Consumer Goods: Durable	$	5,078,735	$	5,036,707	$	5,027,948	3.04%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.50%	1.00%	9.95%		9/2/2022	9/2/2027			3,247,060		3,220,189		3,214,589	1.94%
Revolver	(5)	First Lien	3M Base Rate+4.50%	1.00%	12.00%		9/2/2022	9/2/2027			307,294		307,294		304,221	0.18%
MacKenzie-Childs Investment, LP Partnership Interests		Equity					9/2/2022				311,482		311,482		497,256	0.30%
Total												$	8,875,672	$	9,044,014	5.46%
Madison Logic Holdings, Inc.	(4)								New York, NY
Term Loan	(5)	First Lien	1M SOFR+7.00%	1.00%	11.32%	0.00%	12/30/2022	12/30/2028	Media: Advertising, Printing & Publishing	$	2,300,799	$	2,258,152	$	2,208,767	1.33%
Term Loan	(5)	First Lien	1M SOFR+7.50%	1.00%	0.00%	11.84%	12/30/2022	12/30/2028			575,200		564,538		552,192	0.33%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+7.00%	1.00%	11.32%	0.00%	12/30/2022	12/30/2028			1,471,003		1,443,737		1,412,163	0.85%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+7.50%	1.00%	0.00%	11.84%	12/30/2022	12/30/2028			367,751		360,934		353,041	0.21%
BC Partners Glengarry Co-Investment LP Class 1 Interests		Equity					7/7/2023				461,351		461,351		219,952	0.13%
Total												$	5,088,712	$	4,746,115	2.85%
MBH Management LLC	(4)								Washington, DC
Term Loan	(5)	First Lien	1M SOFR+5.25%	1.50%	9.57%		11/15/2024	11/15/2029	Healthcare & Pharmaceuticals	$	3,873,595	$	3,801,058	$	3,796,123	2.29%
MBH Parent, LLC Common Units	(5)	Equity					11/15/2024				370,083		370,083		396,943	0.24%
Total												$	4,171,141	$	4,193,066	2.53%
MedLearning Group, LLC	(4)								New York, NY
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		3/26/2024	12/30/2027	Healthcare & Pharmaceuticals	$	1,061,396	$	1,044,860	$	1,045,475	0.63%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		3/26/2024	12/30/2027			678,598		668,026		668,419	0.40%
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		3/26/2024	12/30/2027			622,119		612,426		612,787	0.37%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		3/26/2024	12/30/2027			397,748		391,551		391,782	0.24%
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		3/26/2024	12/30/2027			507,992		500,097		500,372	0.30%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		3/26/2024	12/30/2027			324,782		319,734		319,910	0.19%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.55%		3/26/2024	12/30/2027			197,576		195,737		194,612	0.12%
Total												$	3,732,431	$	3,733,357	2.25%

9

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2025

(unaudited)

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK(10)	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Michelli, LLC	(4)								New Orleans, LA
Term Loan	(5)	First Lien	3M SOFR+5.75%	2.00%	10.05%		12/21/2023	12/21/2028	Capital Equipment	$	808,800	$	795,835	$	800,712	0.48%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	2.00%	10.05%		12/21/2023	12/21/2028			517,102		508,813		511,931	0.31%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.75%	2.00%	10.05%		12/21/2023	12/21/2028			2,967,461		2,941,425		2,937,786	1.78%
SP MWM Holdco LLC Class A Units		Equity					12/21/2023				266,062		266,062		262,537	0.16%
Total												$	4,512,135	$	4,512,966	2.73%
Microbe Formulas LLC	(4)								Meridian, ID
Term Loan	(5)	First Lien	1M SOFR+5.75%	1.00%	10.17%		4/4/2022	4/3/2028	Consumer Goods: Non-Durable	$	2,056,446	$	2,044,867	$	2,056,446	1.24%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+5.75%	1.00%	10.17%		4/4/2022	4/3/2028			1,314,777		1,307,374		1,314,777	0.79%
Term Loan	(5)	First Lien	1M SOFR+5.75%	1.00%	10.17%		11/20/2024	4/3/2028			1,888,474	$	1,879,810	$	1,888,474	1.14%
Total												$	5,232,051	$	5,259,697	3.17%
Mobotrex Acquisition, LLC	(4)								Davenport, IA
Term Loan	(5)	First Lien	3M SOFR+5.00%	1.00%	9.31%		2/28/2025	6/7/2030	Wholesale	$	2,092,568	$	2,061,556	$	2,061,556	1.25%
Total												$	2,061,556	$	2,061,556	1.25%
Monarch Behavioral Therapy, LLC	(4)								Addison, TX
Term Loan	(5)	First Lien	1M SOFR+5.00%	1.00%	9.32%		6/6/2024	6/6/2030	Healthcare & Pharmaceuticals	$	3,185,373	$	3,128,137	$	3,153,519	1.91%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+5.00%	1.00%	9.32%		6/6/2024	6/6/2030			2,036,550		1,999,957		2,016,185	1.22%
Revolver	(5)	First Lien	1M SOFR+5.00%	1.00%	9.33%		6/6/2024	6/6/2030			309,162		309,162		306,070	0.18%
Delayed Draw Term Loan	(5)	First Lien	1M SOFR+5.00%	1.00%	9.32%		6/6/2024	6/6/2030			471,173		466,642		466,461	0.28%
BI Investors, LLC Class A Units		Equity					6/6/2024				3,333		330,352		335,002	0.20%
Total												$	6,234,250	$	6,277,237	3.79%
Monitorus Holding, LLC	(6)								London, UK
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.81%		5/24/2022	5/24/2027	Media: Diversified & Production	$	4,040,944	$	4,022,461	$	4,000,535	2.42%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.81%		5/24/2022	5/24/2027			2,460,857		2,449,601		2,436,248	1.47%
Revolver	(5)	First Lien	3M SOFR+6.25%	1.00%	10.81%		5/24/2022	5/24/2027		€	1,332,835		1,449,009		1,434,519	0.87%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.81%		5/24/2022	5/24/2027		€	2,367,791		2,384,214		2,360,372	1.43%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.81%		5/24/2022	5/24/2027		€	1,441,939		1,451,940		1,437,421	0.87%
Sapphire Aggregator S.a r.l. Convertible Bonds	(13)	Unsecured	7.80%	0.00%	0.00%	8.00%	3/1/2024	6/30/2025		€	38,787		42,111		41,533	0.03%
Sapphire Aggregator S.a r.l. Convertible Bonds	(13)	Unsecured	8.0%	0.00%	0.00%	8.00%	9/30/2024	12/21/2025		€	34,111		38,137		36,527	0.02%
Sapphire Aggregator S.a r.l. Convertible Bonds	(13)	Unsecured	8.0%	0.00%	0.00%	8.00%	1/31/2025	3/31/2026		€	26,331		27,731		28,196	0.02%
Sapphire Aggregator S.a r.l. Class A Shares		Equity					9/1/2022				1,635,819		32,722		31,899	0.02%
Sapphire Aggregator S.a r.l. Class B Shares		Equity					9/1/2022				1,635,814		32,722		31,899	0.02%
Sapphire Aggregator S.a r.l. Class C Shares		Equity					9/1/2022				1,635,814		32,722		31,899	0.02%
Sapphire Aggregator S.a r.l. Class D Shares		Equity					9/1/2022				1,635,814		32,722		31,899	0.02%
Sapphire Aggregator S.a r.l. Class E Shares		Equity					9/1/2022				1,635,814		32,722		31,899	0.02%
Sapphire Aggregator S.a r.l. Class F Shares		Equity					9/1/2022				1,635,814		32,722		31,899	0.02%
Sapphire Aggregator S.a r.l. Class G Shares		Equity					9/1/2022				1,635,814		32,722		31,899	0.02%
Sapphire Aggregator S.a r.l. Class H Shares		Equity					9/1/2022				1,635,814		32,722		31,899	0.02%
Sapphire Aggregator S.a r.l. Class I Shares		Equity					9/1/2022				1,635,814		32,722		31,899	0.02%
Sapphire Aggregator S.a r.l. Shares		Equity					3/31/2025				3,607,366		19,509		65,296	0.04%
Total												$	12,179,211	$	12,127,738	7.35%
Morgan Electrical Group Intermediate Holdings, Inc.									Freemont, CA
Term Loan	(5)	First Lien	1M SOFR+6.25%	1.50%	10.57%		8/3/2023	8/3/2029	Construction & Building	$	1,218,158	$	1,196,389	$	1,205,976	0.73%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+6.25%	1.50%	10.57%		8/3/2023	8/3/2029			778,822		764,904		771,034	0.47%
Delayed Draw Term Loan	(5)	First Lien	1M SOFR+6.25%	1.50%	10.57%		8/3/2023	8/3/2029			774,981		767,719		767,231	0.46%
Morgan Electrical Group Holdings, LLC Series A-2 Preferred Units		Equity					8/3/2023				208		207,753		152,410	0.09%
Total												$	2,936,765	$	2,896,651	1.75%
Norplex Micarta Acquisition, Inc.	(4)								Postville, IA
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.50%	9.54%		10/31/2024	10/31/2029	Chemicals, Plastics, & Rubber	$	3,633,870	$	3,565,923	$	3,561,193	2.15%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.25%	1.50%	9.54%		10/31/2024	10/31/2029			2,323,294		2,279,853		2,276,828	1.38%
Revolver	(5)	First Lien	1M Base Rate+4.25%		11.75%		10/31/2024	10/31/2029			170,115		170,115		166,713	0.10%
Norplex Micarta Parent, LP Preferred Units		Equity					10/31/2024				427,155		427,155		412,942	0.25%
Total												$	6,443,046	$	6,417,676	3.88%

10

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2025

(unaudited)

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK(10)	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Onpoint Industrial Services, LLC									Deer Park, TX
Term Loan	(5)	First Lien	3M SOFR+7.00%	1.75%	11.30%		11/16/2022	11/16/2027	Services: Business	$	4,693,788	$	4,636,979	$	4,693,788	2.84%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+7.00%	1.75%	11.30%		11/16/2022	11/16/2027			1,825,362		1,803,270		1,825,362	1.10%
Spearhead TopCo, LLC Class A Units		Equity					11/16/2022				335,499		335,499		572,877	0.35%
Total												$	6,775,748	$	7,092,027	4.29%
Pacific Shoring Holdings, LLC	(4)								Santa Rosa, CA
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.50%	9.55%		1/10/2025	1/10/2030	Capital Equipment	$	5,327,581	$	5,237,917	$	5,237,917	3.17%
Revolver		First Lien	3M SOFR+5.25%	1.50%	9.55%		1/10/2025	1/10/2030			306,849		306,849		301,685	0.18%
PSP Ultimate Holding, LP Class A Units		Equity					1/10/2025				9,163		430,662		430,662	0.26%
Total												$	5,975,428	$	5,970,264	3.61%
Pearl Media Holdings, LLC	(11)								Garland, TX
Term Loan	(5)	First Lien	3M SOFR+6.25%	2.00%	10.70%		8/31/2022	8/31/2027	Media: Advertising, Printing & Publishing	$	1,414,299	$	1,398,906	$	1,393,085	0.84%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	2.00%	10.70%		8/31/2022	8/31/2027			904,224		894,382		890,661	0.54%
Total												$	2,293,288	$	2,283,746	1.38%
Plus Delta Buyer LLC	(4)								Carlsbad, CA
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.50%	9.55%		1/16/2025	1/16/2031	Services: Business	$	3,955,716	$	3,878,221	$	3,878,221	2.34%
Plus Delta Parent LLC Class A Units	(5)	Equity					1/16/2025				277,974		277,974		277,974	0.17%
Total												$	4,156,195	$	4,156,195	2.51%
Red's All Natural, LLC									Franklin, TN
Last Out Term Loan	(7)(8)	First Lien	3M SOFR+4.50%	1.50%	9.58%		1/31/2023	1/31/2029	Beverage & Food	$	2,413,968	$	2,379,198	$	2,413,968	1.46%
Last Out Term Loan (PBDC SPV)	(7)(8)	First Lien	3M SOFR+4.50%	1.50%	9.58%		1/31/2023	1/31/2029			1,543,357		1,521,127		1,543,357	0.93%
Centeotl Co-Invest B, LP Common Units		Equity					1/31/2023				318,998		318,998		314,813	0.19%
Total												$	4,219,323	$	4,272,138	2.58%
RIA Advisory Borrower, LLC	(4)								Coral Gables, FL
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.94%		5/1/2023	8/2/2027	High Tech Industries	$	2,945,142	$	2,908,410	$	2,945,142	1.78%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	10.94%		5/1/2023	8/2/2027			1,145,333		1,131,048		1,145,333	0.69%
Revolver	(5)	First Lien	3M SOFR+6.50%	2.00%	10.94%		5/1/2023	8/2/2027			584,505		584,505		584,505	0.35%
RIA Advisory Aggregator, LLC Class A Units		Equity					5/1/2023				83,151		131,446		169,799	0.10%
RIA Products Aggregator, LLC Class A Units		Equity					5/1/2023				64,698		62,419		62,420	0.04%
Total												$	4,817,828	$	4,907,199	2.96%
Said Intermediate, LLC	(4)								Boston, MA
Term Loan	(5)	First Lien	1M SOFR+5.50%	1.00%	9.82%		6/13/2024	6/13/2029	Media: Advertising, Printing & Publishing	$	3,522,473	$	3,459,074	$	3,434,411	2.08%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+5.50%	1.00%	9.82%		6/13/2024	6/13/2029			2,252,073		2,211,539		2,195,771	1.33%
FCP-Said Holdings, LLC Series A Preferred Shares		Equity					6/13/2024				663		272,727		181,238	0.11%
FCP-Said Holdings, LLC Class A Common Shares		Equity					6/13/2024				625		-		-	0.00%
Total												$	5,943,340	$	5,811,420	3.52%
Service Minds Company, LLC	(12)								Bradenton, FL
Term Loan	(5)	First Lien	PRIME+7.50%		0.00%	0.00%	2/7/2022	2/7/2028	Services: Consumer	$	2,394,428	$	2,370,067	$	1,292,991	0.78%
Revolver	(5)(15)	First Lien	PRIME+7.50%		0.00%	0.00%	2/7/2022	2/7/2028			537,411		537,411		290,202	0.18%
Revolver	(5)(15)	First Lien	PRIME+7.50%		0.00%	0.00%	9/30/2024	2/7/2028			130,760		130,760		261,520	0.16%
Revolver	(5)(15)	First Lien	PRIME+7.50%		0.00%	0.00%	9/13/2024	2/7/2028			129,317		129,317		258,634	0.16%
Revolver	(5)(15)	First Lien	PRIME+7.50%		0.00%	0.00%	11/12/2024	2/7/2028			290,964		290,964		581,928	0.35%
Revolver	(5)(15)	First Lien	PRIME+7.50%		0.00%	0.00%	2/7/2025	2/7/2028			200,442		200,442		400,884	0.24%
Revolver	(5)(15)	First Lien	PRIME+7.50%		0.00%	0.00%	1/3/2025	2/7/2028			64,659		64,659		129,318	0.08%
Delayed Draw Term Loan	(5)	First Lien	PRIME+7.50%		0.00%	0.00%	2/7/2022	2/7/2028			1,632,031		1,622,487		881,297	0.53%
Total												$	5,346,107	$	4,096,774	2.48%
Strategus, LLC	(4)								Englewood, CO
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.00%	9.55%		1/27/2025	1/27/2031	Media: Advertising, Printing & Publishing	$	6,013,663	$	5,910,581	$	5,910,581	3.57%
CIVIC Strategus Blocker, LLC Class A Units		Equity					1/27/2025				160		160,392		160,392	0.10%
Total												$	6,070,973	$	6,070,973	3.67%

11

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2025

(unaudited)

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK(10)	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Teckrez, LLC	(4)								Jacksonville, FL
Term Loan	(5)	First Lien	1M SOFR+6.75%	2.00%	11.17%		5/24/2024	11/30/2028	Chemicals, Plastics, & Rubber	$	1,059,917	$	1,046,328	$	1,049,318	0.63%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+6.75%	2.00%	11.17%		5/24/2024	11/30/2028			677,652		668,964		670,875	0.41%
Revolver	(5)	First Lien	1M SOFR+6.75%	2.00%	11.17%		5/24/2024	11/30/2028			527,869		527,869		522,590	0.32%
HH-Teckrez Parent, LP Preferred Units		Equity					5/24/2024				36,658		36,658		48,484	0.03%
Total												$	2,279,819	$	2,291,267	1.39%
The Hardenbergh Group, Inc.	(4)								Livonia, MI
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.90%		8/7/2023	8/7/2028	Healthcare & Pharmaceuticals	$	2,874,368	$	2,821,322	$	2,874,368	1.74%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	10.90%		8/7/2023	8/7/2028			1,837,710		1,803,795		1,837,710	1.11%
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.90%		9/30/2024	8/7/2028			364,422		357,888		364,422	0.22%
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.89%		3/14/2025	8/7/2028			695,831		682,185		695,831	0.42%
BV HGI Holdings, L.P. Class A Units	(5)	Equity					8/7/2023				264,885		264,885		256,830	0.16%
Total												$	5,930,075	$	6,029,161	3.65%
Tiger 21, LLC	(4)								New York, NY
Term Loan	(5)	First Lien	3M SOFR+5.00%	1.00%	9.30%		12/30/2024	12/30/2030	Services: Consumer	$	6,605,442	$	6,477,435	$	6,473,332	3.91%
Tiger 21 Blocker, Inc. Class A-3 Common Stock		Equity					12/30/2024				376		376,429		417,503	0.25%
Total												$	6,853,864	$	6,890,835	4.16%
Tilley Distribution, Inc.	(4)								Baltimore, MD
Term Loan	(5)	First Lien	3M SOFR+6.00%	1.00%	10.45%		4/1/2022	12/31/2026	Chemicals, Plastics, & Rubber	$	3,406,453	$	3,385,557	$	3,287,227	1.99%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.00%	1.00%	10.45%		4/1/2022	12/31/2026			2,177,896		2,164,536		2,101,670	1.27%
Revolver	(5)	First Lien	3M SOFR+6.00%	1.00%	10.45%		4/1/2022	12/31/2026			128,683		128,683		124,179	0.08%
Total												$	5,678,776	$	5,513,076	3.34%
TriplePoint Acquisition Holdings LLC	(4)								Columbus, OH
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.00%	9.55%		5/31/2024	5/31/2029	Construction & Building	$	3,034,216	$	2,981,421	$	3,034,216	1.83%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.25%	1.00%	9.55%		5/31/2024	5/31/2029			1,179,973		1,159,442		1,179,973	0.71%
TriplePoint Holdco LLC Class A Units	(9)	Equity					5/31/2024				442,295		427,828		872,755	0.53%
Total												$	4,568,691	$	5,086,944	3.07%
USDTL AcquisitionCo, Inc.	(4)								Des Plaines, IL
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.50%	9.55%		12/9/2024	12/9/2030	Healthcare & Pharmaceuticals	$	1,559,869	$	1,529,931	$	1,528,672	0.92%
Revolver	(5)	First Lien	3M SOFR+5.25%	1.50%	9.55%		12/9/2024	12/9/2030			107,677		107,677		105,523	0.06%
USDTL Holdings, LLC Preferred Units		Equity					12/9/2024				92		92,427		101,272	0.06%
Total												$	1,730,035	$	1,735,467	1.04%
WER Holdings, LLC	(4)								Sugar Hill, GA
Term Loan	(5)	First Lien	6M SOFR+5.50%	1.00%	9.95%		4/11/2024	4/11/2030	Services: Business	$	785,865	$	772,055	$	770,148	0.47%
Term Loan (PBDC SPV)	(5)	First Lien	6M SOFR+5.50%	1.00%	9.95%		4/11/2024	4/11/2030			305,614		300,243		299,502	0.18%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.50%	1.00%	9.79%		4/11/2024	4/11/2030			334,420		331,208		327,732	0.20%
Blade Landscape Investments, LLC Class A Units		Equity					4/11/2024				733		73,300		77,625	0.05%
Total												$	1,476,806	$	1,475,007	0.90%
Total Non-controlled, non-affiliated investments												$	330,520,503	$	334,655,126	202.24%
Total Investments												$	330,520,503	$	334,655,126	202.24%
LIABILITIES IN EXCESS OF OTHER ASSETS														$	(169,177,200)	(102.24)%
NET ASSETS														$	165,477,926	100.00%

(1) See Note 1 of the Notes to the Consolidated Financial Statements for a discussion of the methodologies used to value securities in the portfolio.

(2) Debt investments are income producing and equity securities are non-income producing, unless otherwise noted.

(3) Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted in Euros (“€”).

12

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

(4) At March 31, 2025, Stellus Private Credit BDC (the "Company") had the following outstanding revolver and delayed draw term loan commitments of which there was no unrealized appreciation or depreciation:

				Unused
		Unfunded		Commitment
Investments	Security	Commitment		Fee		Maturity
2X LLC	Revolver	$	1,310,335	0.50	%	June 5, 2028
2X LLC	Delayed Draw Term Loan		2,828,649	0.50	%	June 5, 2028
AdCellerant LLC	Revolver		802,995	0.50	%	December 12, 2028
AGT Robotique Inc.	Revolver		1,210,120	0.50	%	June 22, 2029
American Refrigeration, LLC	Revolver		1,243,392	0.50	%	March 31, 2028
AMII Acquisition, LLC	Revolver		556,928	0.50	%	December 4, 2029
Amika OpCo LLC *	Revolver		1,477,049	0.50	%	July 1, 2028
Axis Portable Air, LLC	Revolver		1,344,512	0.50	%	March 22, 2028
Bart & Associates, LLC	Revolver		628,678	0.50	%	August 16, 2030
Bart & Associates, LLC	Delayed Draw Term Loan		4,624,972	1.00	%	August 16, 2030
Carolinas Buyer, Inc.	Delayed Draw Term Loan		1,439,876	1.00	%	December 20, 2030
Carolinas Buyer, Inc.	Revolver		1,119,158	0.50	%	December 20, 2030
Cerebro Buyer, LLC	Delayed Draw Term Loan		510,498	1.00	%	March 15, 2029
Cerebro Buyer, LLC	Revolver		478,771	0.50	%	March 15, 2029
Compost 360 Acquisition, LLC	Revolver		578,940	0.50	%	August 2, 2028
COPILOT Provider Support Services, LLC	Revolver		660,469	0.50	%	November 22, 2027
Craftable Intermediate II Inc.	Revolver		3,149,231	0.50	%	June 30, 2028
Curion Holdings, LLC	Revolver		452,923	0.50	%	July 29, 2027
Environmental Remedies, LLC	Delayed Draw Term Loan		2,330,762	0.50	%	January 15, 2030
Environmental Remedies, LLC	Revolver		1,383,237	0.50	%	January 15, 2030
Eskola LLC**	Delayed Draw Term Loan		2,684,592	1.00	%	December 19, 2029
evolv Consulting, LLC	Revolver		1,250,000	0.50	%	December 7, 2028
Exigo, LLC	Revolver		238,210	0.50	%	March 16, 2027
FairWave Holdings, LLC	Revolver		462,652	0.50	%	April 1, 2029
FairWave Holdings, LLC	Delayed Draw Term Loan		80,357	0.50	%	April 1, 2029
FiscalNote Boards LLC	Revolver		158,753	0.50	%	March 12, 2029
FiscalNote Boards LLC	Delayed Draw Term Loan		254,005	1.00	%	March 12, 2029
Florachem Corporation	Revolver		199,675	0.50	%	April 29, 2028
Guidant Corp.	Revolver		810,176	0.50	%	March 12, 2029
HV Watterson Holdings, LLC	Revolver		12,736	0.50	%	December 17, 2026
Identity Theft Guard Solutions, Inc.	Revolver		1,092,978	0.50	%	February 28, 2025
Impact Home Services LLC	Delayed Draw Term Loan		869,871	1.00	%	April 28, 2028
Inoapps Bidco, LLC	Revolver		170,778	0.50	%	February 15, 2027
iNovex Information Systems Incorporated	Revolver		794,559	0.50	%	December 17, 2030
Lightning Intermediate II, LLC	Revolver		746,891	0.50	%	June 6, 2027
MacKenzie-Childs Acquisition, Inc.	Revolver		1,229,176	0.50	%	September 2, 2027
Madison Logic Holdings, Inc.	Revolver		204,593	0.50	%	December 30, 2027
MBH Management LLC	Delayed Draw Term Loan		1,337,795	1.00	%	November 15, 2029
MBH Management LLC	Revolver		772,104	0.50	%	November 15, 2029
MedLearning Group, LLC	Delayed Draw Term Loan		792,284	1.00	%	December 30, 2027
Michelli, LLC	Revolver		994,641	0.50	%	December 21, 2028
Microbe Formulas LLC	Revolver		934,990	0.50	%	April 3, 2028
Mobotrex Acquisition, LLC	Delayed Draw Term Loan		2,000,813	1.00	%	June 7, 2030
Mobotrex Acquisition, LLC	Revolver		625,882	0.50	%	June 7, 2030
Monarch Behavioral Therapy, LLC	Delayed Draw Term Loan		370,995	1.00	%	June 6, 2030
Monarch Behavioral Therapy, LLC	Revolver		252,951	0.50	%	June 6, 2030
Morgan Electrical Group Intermediate Holdings, Inc.	Revolver		717,227	0.50	%	August 3, 2029
Norplex Micarta Acquisition, Inc.	Revolver		1,652,550	0.50	%	October 31, 2029
Pacific Shoring Holdings, LLC	Revolver		1,994,519	0.50	%	January 10, 2030
Plus Delta Buyer LLC	Delayed Draw Term Loan		3,279,635	1.00	%	January 16, 2031
Plus Delta Buyer LLC	Revolver		2,561,362	0.50	%	January 16, 2031
RIA Advisory Borrower, LLC	Revolver		98,783	0.50	%	August 2, 2027
Said Intermediate, LLC	Revolver		909,091	0.50	%	June 13, 2029
Strategus, LLC	Delayed Draw Term Loan		2,325,095	1.00	%	January 27, 2031
Strategus, LLC	Revolver		1,513,228	0.50	%	January 27, 2031
Teckrez, LLC	Revolver		58,652	1.00	%	November 30, 2028
The Hardenbergh Group, Inc.	Revolver		1,679,360	0.50	%	August 6, 2028
Tiger 21, LLC	Revolver		1,513,228	0.50	%	December 30, 2030
Tilley Distribution, Inc.	Revolver		857,888	0.50	%	December 31, 2026
TriplePoint Acquisition Holdings LLC	Delayed Draw Term Loan		1,061,509	1.00	%	May 31, 2029
TriplePoint Acquisition Holdings LLC	Revolver		589,727	0.50	%	May 31, 2029
USDTL AcquisitionCo, Inc.	Delayed Draw Term Loan		2,635,854	1.00	%	December 9, 2030
USDTL AcquisitionCo, Inc.	Revolver		1,238,291	0.50	%	December 9, 2030
WER Holdings, LLC***	Revolver		163,326	0.50	%	April 11, 2030
WER Holdings, LLC	Delayed Draw Term Loan		209,057	1.00	%	April 11, 2030
	Total Unfunded Commitments	$	72,532,334

* Included in this investment is a Line of Credit (“LOC”) in the amount of $71,794, with LOC rate of 5.25% and a maturity of July 1, 2028.

** This investment is a last-out delayed draw term loan with contractual rates higher than the applicable rates; therefore, the floor is not in effect.

***Included in this investment is LOC in the amount of $16,703, with LOC rate of 5.50% and a maturity of April 11, 2030.

13

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

(5) These loans include an interest rate floor feature that is lower than the applicable rates; therefore, the floor is not in effect.

(6) The investment is not a “qualifying asset” under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of the acquisition, qualifying assets represent at least 70% of the Company’s total assets. Qualifying assets represent approximately 92.8% of the Company’s total assets as of March 31, 2025.

(7) This loan is a unitranche investment.

(8) These loans are last-out term loans with contractual rates higher than the applicable rates; therefore, the floor is not in effect.

(9) Security is income producing through dividends or distributions.

(10) Represents a PIK interest security. At the option of the issuer, interest can be paid in cash or cash and PIK interest. The percentage of PIK interest shown is the maximum PIK interest that can be elected by the issue.

(11) Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $696,773, with an unfunded rate of 0.50% and a maturity of August 31, 2027. The Company has full discretion to fund the revolver commitment.

(12) Investment has been on non-accrual since August 21, 2024.

(13) This loan is convertible to common units at maturity or at the election of the issuer.

(14) Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $128,780 with an unfunded rate of 0.50% and a maturity of April 28, 2028. The Company has full discretion to fund the revolver commitment.

(15) The Company has full discretion to fund the revolver commitment, with an unfunded rate of 0.00% and a maturity of February 7, 2028.

Abbreviation Legend

PIK — Payment-In-Kind

PRIME —  U.S. Prime Rate

SOFR —  Secured Overnight Financing Rate

14

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Non-controlled, non-affiliated investments
2X LLC	(4)								Berwyn, PA
Term Loan	(5)	First Lien	3M SOFR+5.00%	2.00%	9.33%		6/5/2023	6/5/2028	Services: Business	$	1,781,383	$	1,747,854	$	1,772,476	1.09%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.00%	2.00%	9.33%		6/5/2023	6/5/2028			692,760		679,721		689,296	0.42%
Term Loan	(5)	First Lien	3M SOFR+5.00%	2.00%	9.33%		10/31/2023	6/5/2028			469,097		459,693		466,752	0.29%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.00%	2.00%	9.33%		10/31/2023	6/5/2028			182,427		178,770		181,515	0.11%
Term Loan	(5)	First Lien	3M SOFR+5.00%	2.00%	9.33%		12/2/2024	6/5/2028			1,754,531		1,728,724		1,745,758	1.08%
Revolver	(5)	First Lien	3M SOFR+5.00%	2.00%	9.33%		6/5/2023	6/5/2028			284,855		284,855		283,431	0.17%
2X Investors LP Class A Units		Equity					6/5/2023				50,361		503,611		665,727	0.41%
Total												$	5,583,228	$	5,804,955	3.57%
AdCellerant LLC	(4)								Denver, CO
Term A Loan	(5)	First Lien	1M SOFR+6.00%	2.00%	10.38%		12/12/2023	12/12/2028	Media: Advertising, Printing & Publishing	$	3,453,897	$	3,396,275	$	3,436,628	2.12%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+6.00%	2.00%	10.38%		12/12/2023	12/12/2028			2,208,229		2,171,389		2,197,188	1.35%
AdCellerant Holdings, LLC Series A Units		Equity					12/12/2023				437,006		437,006		379,821	0.23%
Total												$	6,004,670	$	6,013,637	3.70%
AGT Robotique Inc.	(4)(6)								Trois Rivieres, Canada
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.00%	9.58%		6/24/2024	6/22/2029	Capital Equipment	$	5,160,972	$	5,065,699	$	5,083,557	3.13%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.25%	1.00%	9.58%		6/24/2024	6/22/2029			3,299,638		3,238,726		3,250,143	2.00%
Total												$	8,304,425	$	8,333,700	5.13%
American Refrigeration, LLC	(4)								Jacksonville, FL
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.50%	10.58%		3/31/2023	3/31/2028	Capital Equipment	$	2,239,287	$	2,199,215	$	2,239,287	1.38%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.50%	10.58%		3/31/2023	3/31/2028			1,431,675		1,406,055		1,431,675	0.88%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.25%	1.50%	10.58%		3/31/2023	3/31/2028			291,895		288,854		291,895	0.18%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.50%	10.58%		3/31/2023	3/31/2028			186,621		184,677		186,621	0.11%
AR-USA Holdings, LLC Class A Units	(9)	Equity					3/31/2023				91		87,497		124,457	0.08%
Total												$	4,166,298	$	4,273,935	2.63%
AMII Acquisition, LLC	(4)								Coral Gables, FL
Term Loan	(5)	First Lien	3M SOFR+4.75%	1.50%	9.08%		12/4/2024	12/4/2029	Services: Consumer	$	3,613,970	$	3,560,454	$	3,560,454	2.19%
AMII Holdings, LP Class B Units		Equity					12/3/2024				6,376		63,758		63,760	0.04%
Total												$	3,624,212	$	3,624,214	2.23%
Amika OpCo LLC	(4)								Brooklyn, NY
Term Loan	(5)	First Lien	6M SOFR+5.25%	0.75%	9.65%		7/1/2022	7/1/2029	Consumer Goods: Non-Durable	$	4,329,040	$	4,266,013	$	4,329,040	2.67%
Term Loan (PBDC SPV)	(5)	First Lien	6M SOFR+5.25%	0.75%	9.65%		7/1/2022	7/1/2029			2,767,747		2,727,451		2,767,747	1.70%
Term Loan	(5)	First Lien	6M SOFR+5.75%	0.75%	10.33%		12/5/2023	7/1/2029			695,974		684,056		695,974	0.43%
Term Loan (PBDC SPV)	(5)	First Lien	6M SOFR+5.75%	0.75%	10.33%		12/5/2023	7/1/2029			444,967		437,347		444,967	0.27%
Ishtar Co-Invest-B LP Partnership Interests	(9)	Equity					7/1/2022				298,251		146,234		875,026	0.54%
Oshun Co-Invest-B LP Partnership Interests	(9)	Equity					7/1/2022				85,213		81,067		250,004	0.15%
Total												$	8,342,168	$	9,362,758	5.76%
Axis Portable Air LLC	(4)								Phoenix, AZ
Term Loan	(5)	First Lien	3M SOFR+5.75%	2.00%	10.23%		4/17/2023	3/22/2028	Capital Equipment	$	516,297	$	508,848	$	516,297	0.32%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	2.00%	10.23%		4/17/2023	3/22/2028			330,091		325,328		330,091	0.20%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.75%	1.00%	10.23%		3/22/2022	3/22/2028			811,951		806,735		811,951	0.50%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	1.00%	10.23%		3/22/2022	3/22/2028			519,116		515,781		519,116	0.32%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.75%	2.00%	10.23%		11/3/2022	3/22/2028			2,485,564		2,485,564		2,485,564	1.53%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	2.00%	10.23%		11/3/2022	3/22/2028			1,589,131		1,589,131		1,589,131	0.98%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.75%	2.00%	10.23%		11/30/2023	3/22/2028			1,516,613		1,516,613		1,516,613	0.93%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	2.00%	10.23%		11/30/2023	3/22/2028			969,638		969,638		969,638	0.60%
Axis Air Parent, LLC Preferred Units		Equity					3/22/2022				1,527		152,661		549,441	0.34%
Total												$	8,870,299	$	9,287,842	5.72%

15

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Baker Manufacturing Company, LLC									Evansville, IN
BSC Blue Water Holdings, LLC Series A Units		Equity					7/5/2022		Capital Equipment		330,978		330,978		409,553	0.25%
Total												$	330,978	$	409,553	0.25%
Bart & Associates, LLC	(4)								McLean, VA
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.00%	9.58%		8/16/2024	8/16/2030	High Tech Industries	$	2,063,138	$	2,028,490	$	2,052,822	1.26%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.25%	1.00%	9.58%		8/16/2024	8/16/2030			1,319,056	$	1,296,904	$	1,312,461	0.81%
Revolver	(5)	First Lien	3M SOFR+5.25%	1.00%	9.58%		8/16/2024	8/16/2030			78,585		78,585		78,192	0.05%
B&A Partners Holding, LLC Series A Preferred Units		Equity					8/16/2024				314,339		314,339		295,409	0.18%
Total												$	3,718,318	$	3,738,884	2.30%
BLP Buyer, Inc.									Houston, TX
BL Products Parent, L.P. Class A Units		Equity					2/1/2022		Capital Equipment		395,294		442,307		649,109	0.40%
Total												$	442,307	$	649,109	0.40%
Carolinas Buyer, Inc.	(4)								Charlotte, NC
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.50%	9.60%		12/20/2024	12/20/2030	Beverage & Food	$	3,076,296	$	3,022,461	$	3,022,461	1.86%
Carolinas Holdings, L.P. Class A Units		Equity					12/20/2024				285		285,351		285,352	0.18%
Total												$	3,307,812	$	3,307,813	2.04%
Cerebro Buyer, LLC	(4)								Columbia, SC
Term Loan	(5)	First Lien	1M SOFR+5.00%	1.00%	9.36%		3/15/2023	3/15/2029	Healthcare & Pharmaceuticals	$	1,246,676	$	1,222,375	$	1,246,676	0.77%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+5.00%	1.00%	9.36%		3/15/2023	3/15/2029			797,055		781,519		797,055	0.49%
Cerebro Holdings Partnership, L.P. Series A Partner Interests		Equity					3/15/2023				34,135		34,135		38,691	0.02%
Cerebro Holdings Partnership, L.P. Series B Partner Interests	(9)	Equity					3/15/2023				184,925		181,040		209,608	0.13%
Total												$	2,219,069	$	2,292,030	1.41%
CF Arch Holdings LLC									Houston, TX
CF Arch Holdings LLC Class A Units		Equity					8/10/2022		Services: Business		496,967		496,967		983,930	0.61%
Total												$	496,967	$	983,930	0.61%
Channel Partners Intermediateco, LLC	(4)								Tampa Bay, FL
Term Loan	(5)	First Lien	3M SOFR+7.00%	2.00%	11.93%		2/24/2022	2/7/2027	Retail	$	2,796,569	$	2,786,468	$	2,768,603	1.70%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+7.00%	2.00%	11.93%		2/24/2022	2/7/2027			1,787,970		1,781,512		1,770,090	1.09%
Term Loan	(5)	First Lien	3M SOFR+7.00%	2.00%	11.93%		6/24/2022	2/7/2027			272,439		271,032		269,715	0.17%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+7.00%	2.00%	11.93%		6/24/2022	2/7/2027			174,182		173,282		172,440	0.11%
Term Loan	(5)	First Lien	3M SOFR+7.00%	2.00%	11.93%		6/24/2022	2/7/2027			391,331		388,953		387,418	0.24%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+7.00%	2.00%	11.93%		6/24/2022	2/7/2027			250,195		248,674		247,693	0.15%
Revolver	(5)	First Lien	1M SOFR+7.00%	2.00%	11.44%		2/24/2022	2/7/2027			643,306		643,306		636,873	0.39%
Total												$	6,293,227	$	6,252,832	3.85%
Compost 360 Acquisition, LLC	(4)								Tampa, FL
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.83%		8/2/2023	8/2/2028	Environmental Industries	$	3,563,142	$	3,493,338	$	3,456,248	2.13%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	10.83%		8/2/2023	8/2/2028			2,278,074		2,233,445		2,209,732	1.36%
Revolver	(5)	First Lien	3M SOFR+6.50%	2.00%	10.83%		8/2/2023	8/2/2028			2,510,360		2,510,360		2,435,049	1.50%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.83%		8/2/2023	8/2/2028			661,106		653,131		641,273	0.39%
Compost 360 Investments, LLC Class A Units		Equity					8/2/2023				2,592		248,949		184,989	0.11%
Total												$	9,139,223	$	8,927,291	5.49%
COPILOT Provider Support Services, LLC	(4)								Maitland, FL
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.98%		11/22/2022	11/22/2027	Healthcare & Pharmaceuticals	$	5,684,669	$	5,610,631	$	5,656,246	3.48%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	10.98%		11/22/2022	11/22/2027			3,634,460		3,587,125		3,616,288	2.23%
Revolver	(5)	First Lien	3M SOFR+6.50%	2.00%	10.98%		11/22/2022	11/22/2027			261,116		261,116		259,810	0.16%
QHP Project Captivate Blocker, Inc. Common Stock		Equity					11/22/2022				8		544,779		351,173	0.22%
Total												$	10,003,651	$	9,883,517	6.09%
Craftable Intermediate II Inc.	(4)								Dallas, TX
Term Loan	(5)	First Lien	3M SOFR+6.50%	1.50%	10.83%		6/30/2023	6/30/2028	High Tech Industries	$	2,859,801	$	2,816,267	$	2,859,801	1.76%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	1.50%	10.83%		6/30/2023	6/30/2028			1,828,397		1,800,564		1,828,397	1.13%
Gauge Craftable LP Partnership Interests		Equity					6/30/2023				485,218		485,218		767,655	0.47%
Total												$	5,102,049	$	5,455,853	3.36%

16

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Curion Holdings, LLC	(4)								Chicago, IL
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.73%		7/29/2022	7/29/2027	Services: Business	$	2,499,652	$	2,470,906	$	2,487,154	1.53%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.73%		7/29/2022	7/29/2027			972,087		960,908		967,227	0.60%
Revolver	(5)	First Lien	3M SOFR+6.25%	1.00%	10.73%		7/29/2022	7/29/2027			1,099,956		1,099,956		1,094,456	0.67%
SP CS Holdings LLC Class A Units		Equity					7/29/2022				343,529		343,529		369,388	0.23%
Total												$	4,875,299	$	4,918,225	3.03%
EHI Buyer, Inc.									Grand Prarie, TX
EHI Group Holdings, L.P. Class A Units	(9)	Equity					7/31/2023		Environmental Industries		492	$	342,972	$	855,182	0.53%
Total												$	342,972	$	855,182	0.53%
Equine Network, LLC	(4)								Boulder, CO
Term A Loan	(5)	First Lien	3M SOFR+6.50%	1.00%	11.28%		5/22/2023	5/22/2028	Hotel, Gaming, & Leisure	$	2,134,759	$	2,090,850	$	2,134,759	1.31%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	1.00%	11.35%		5/22/2023	5/22/2028			1,034,760		1,013,477		1,034,760	0.64%
Revolver	(5)	First Lien	1M SOFR+6.50%	1.00%	10.97%		5/22/2023	5/22/2028			282,558		282,558		282,558	0.17%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.50%	1.00%	11.35%		5/22/2023	5/22/2028			368,387		368,387		368,387	0.23%
Total												$	3,755,272	$	3,820,464	2.35%
Eskola LLC	(4)								Morristown, TN
Last Out Term Loan	(7)(8)	First Lien	3M SOFR+5.00%	1.50%	9.96%		12/19/2024	12/19/2029	Construction & Building	$	3,420,964	$	3,361,097	$	3,361,097	2.08%
Last Out Delayed Draw Term Loan	(7)(8)	First Lien	3M SOFR+5.00%	1.50%	9.94%		12/19/2024	12/19/2029			1,917,566		1,903,184		1,884,009	1.16%
Eskola Holdings, LLC Class A Units		Equity					12/19/2024				176		500,573		500,949	0.31%
Total												$	5,764,854	$	5,746,055	3.55%
evolv Consulting, LLC	(4)								Dallas, TX
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	11.09%		12/7/2023	12/7/2028	Services: Business	$	3,675,375	$	3,613,692	$	3,656,998	2.26%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	11.09%		12/7/2023	12/7/2028			1,429,313		1,405,325		1,422,166	0.88%
evolv Holdco, LLC Preferred Units		Equity					12/7/2023				266,927		266,927		242,947	0.15%
Total												$	5,285,944	$	5,322,111	3.29%
Exigo, LLC	(4)								Dallas, TX
Term Loan	(5)	First Lien	1M SOFR+6.25%	1.00%	10.71%		3/16/2022	3/16/2027	Services: Business	$	2,794,526	$	2,773,819	$	2,780,553	1.72%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+6.25%	1.00%	10.71%		3/16/2022	3/16/2027			1,086,760		1,078,707		1,081,326	0.67%
Gauge Exigo Coinvest, LLC Common Units		Equity					3/16/2022				168,003		168,003		157,416	0.10%
Total												$	4,020,529	$	4,019,295	2.49%
FairWave Holdings, LLC	(4)								Kansas City, MO
Term Loan	(5)	First Lien	3M SOFR+6.50%	1.50%	10.83%		4/1/2024	4/1/2029	Beverage & Food	$	1,867,342	$	1,829,996	$	1,839,332	1.14%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	1.50%	10.83%		4/1/2024	4/1/2029			1,193,875		1,169,998		1,175,967	0.72%
Revolver	(5)	First Lien	3M SOFR+6.50%	1.50%	10.83%		4/1/2024	4/1/2029			266,025		266,025		262,035	0.16%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.50%	1.50%	10.83%		4/1/2024	4/1/2029			683,893		676,419		673,635	0.41%
GRC Java Holdings, LLC Class A Units		Equity					4/1/2024				1,157		115,663		150,360	0.09%
Total												$	4,058,101	$	4,101,329	2.52%
FiscalNote Boards LLC	(4)(6)								Toronto, Canada
Term Loan	(5)	First Lien	1M SOFR+5.25%	1.00%	9.61%		3/11/2024	3/12/2029	Services: Business	$	1,247,896	$	1,226,077	$	1,222,938	0.76%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+5.25%	1.00%	9.61%		3/11/2024	3/12/2029			485,293		476,808		475,587	0.29%
FCP-Connect Holdings LLC Series A Preferred Shares		Equity					5/28/2024				115		77,109		88,657	0.05%
FCP-Connect Holdings LLC Class A Common Shares		Equity					5/28/2024				115		-		-	0.00%
Total												$	1,779,994	$	1,787,182	1.10%
Florachem Corporation	(4)								Jacksonville, FL
Term Loan	(5)	First Lien	3M SOFR+6.50%	1.00%	10.98%		4/29/2022	4/29/2028	Chemicals, Plastics, & Rubber	$	752,260	$	742,765	$	752,260	0.47%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	1.00%	10.98%		4/29/2022	4/29/2028			480,953		474,882		480,953	0.30%
Revolver	(5)	First Lien	3M SOFR+6.50%	1.00%	10.98%		4/29/2022	4/29/2028			1,247,970		1,247,970		1,247,970	0.77%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.50%	1.00%	10.98%		4/29/2022	4/29/2028			320,237		320,237		320,237	0.20%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	1.00%	10.98%		4/29/2022	4/29/2028			204,742		204,742		204,742	0.13%
SK FC Holdings, L.P. Class A Units		Equity					4/29/2022				161		161,283		273,011	0.17%
Total												$	3,151,879	$	3,279,173	2.04%

17

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Green Intermediateco II, Inc.									Irvine, CA
Term Loan	(5)	First Lien	3M SOFR+6.00%	2.00%	10.33%		8/8/2023	8/8/2028	High Tech Industries	$	3,832,165	$	3,757,179	$	3,793,843	2.34%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.00%	2.00%	10.33%		8/8/2023	8/8/2028			2,450,073		2,402,131		2,425,572	1.49%
Term Loan	(5)	First Lien	1M SOFR+6.00%	2.00%	10.36%		11/6/2024	8/8/2028			3,598,099		3,528,664		3,562,118	2.19%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.00%	2.00%	10.33%		8/8/2023	8/8/2028			986,984		976,984		977,114	0.60%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.00%	2.00%	10.33%		8/8/2023	8/8/2028			631,022		624,629		624,712	0.38%
Green Topco Holdings, LLC Class A Units	(9)	Equity					8/8/2023				194,512		157,432		259,599	0.16%
Total												$	11,447,019	$	11,642,958	7.16%
Guidant Corp.	(4)								Erie, PA
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.83%		3/11/2024	3/12/2029	Energy: Oil & Gas	$	4,659,757	$	4,516,741	$	4,659,757	2.87%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	10.83%		3/11/2024	3/12/2029			2,979,189		2,887,752		2,979,189	1.83%
Titan Meter Topco LP Class A Units		Equity					3/11/2024				395,667		395,667		594,011	0.37%
Total												$	7,800,160	$	8,232,957	5.07%
Heartland Business Systems, LLC									Little Chute, WI
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.73%		8/26/2022	8/26/2027	Services: Business	$	2,259,681	$	2,232,867	$	2,259,681	1.39%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.73%		8/26/2022	8/26/2027			878,765		868,337		878,765	0.54%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.73%		8/26/2022	8/26/2027			2,345,846		2,326,714		2,345,846	1.44%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.73%		8/26/2022	8/26/2027			912,274		904,834		912,274	0.56%
AMCO HBS Holdings, LP Class A Units	(9)	Equity					8/26/2022				1,570		120,502		338,184	0.21%
Total												$	6,453,254	$	6,734,750	4.14%
Husk AcquireCo Inc.	(6)								Vaughan, Canada
Term Loan	(5)	First Lien	6M SOFR+5.75%	1.50%	10.16%		11/14/2024	11/15/2029	Beverage & Food	$	2,130,722	$	2,099,561	$	2,099,561	1.29%
SK Spectra Holdings LP Class A Units		Equity					11/15/2024				119		119,320		119,320	0.07%
Total												$	2,218,881	$	2,218,881	1.36%
HV Watterson Holdings, LLC	(4)								Schaumburg, IL
Term Loan		First Lien	12.0%	0.00%	8.00%	4.00%	2/1/2022	12/17/2026	Services: Business	$	5,920,425	$	5,894,327	$	5,802,017	3.57%
Term Loan (PBDC SPV)		First Lien	12.0%	0.00%	8.00%	4.00%	2/1/2022	12/17/2026			2,282,743		2,272,680		2,237,088	1.38%
Revolver		First Lien	12.0%	0.00%	8.00%	4.00%	2/1/2022	12/17/2026			1,216,609		1,216,609		1,192,277	0.73%
Delayed Draw Term Loan		First Lien	12.0%	0.00%	8.00%	4.00%	2/1/2022	12/17/2026			143,822		143,102		140,946	0.09%
Delayed Draw Term Loan (PBDC SPV)		First Lien	12.0%	0.00%	8.00%	4.00%	2/1/2022	12/17/2026			55,454		55,176		54,345	0.03%
Total												$	9,581,894	$	9,426,673	5.80%
Impact Home Services LLC	(4)								Tampa, FL
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.83%		4/28/2023	4/28/2028	Services: Consumer	$	2,640,217	$	2,591,936	$	2,547,809	1.57%
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.83%		6/30/2023	4/28/2028			120,010		117,757		115,810	0.07%
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.83%		10/11/2023	4/28/2028			240,629		235,927		232,207	0.14%
Revolver	(5)(14)	First Lien	3M SOFR+6.50%	2.00%	10.83%		4/28/2023	4/28/2028			607,105		607,105		585,856	0.36%
Impact Holdings Georgia LLC Class A Units		Equity					4/28/2023				212		212,303		-	0.00%
Impact Holdings Georgia LLC Class A-1 Units		Equity					1/31/2024				21		21,483		13,014	0.01%
Total												$	3,786,511	$	3,494,696	2.15%
Inoapps Bidco, LLC	(4)								Houston, TX
Term Loan	(5)	First Lien	3M SOFR+5.75%	1.00%	10.60%		2/15/2022	2/15/2027	High Tech Industries	$	3,992,233	$	3,953,850	$	3,992,233	2.46%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	1.00%	10.60%		2/15/2022	2/15/2027			1,558,051		1,543,071		1,558,051	0.96%
Revolver	(5)	First Lien	1M SOFR+5.75%	1.00%	10.22%		2/15/2022	2/15/2027			759,013		759,013		759,013	0.47%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.75%	1.00%	10.60%		2/15/2022	2/15/2027			1,667,696		1,658,976		1,667,696	1.03%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	1.00%	10.60%		2/15/2022	2/15/2027			650,853		647,450		650,853	0.40%
Inoapps Holdings, LLC Series A-1 Preferred Units		Equity					2/15/2022				512,365		543,572		693,648	0.43%
Total												$	9,105,932	$	9,321,494	5.75%
iNovex Information Systems Incorporated	(4)								Columbia, MD
Term Loan	(5)	First Lien	1M SOFR+5.25%	1.00%	9.63%		12/17/2024	12/17/2030	Services: Business	$	3,404,596	$	3,353,527	$	3,353,527	2.07%
Revolver	(5)	First Lien	1M SOFR+5.25%	1.00%	9.61%		12/17/2024	12/17/2030			383,580		383,580		377,826	0.23%
Total												$	3,737,107	$	3,731,353	2.30%

18

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Lightning Intermediate II, LLC	(4)								Jacksonville, FL
Term Loan	(5)	First Lien	6M SOFR+6.50%	1.00%	11.03%		6/6/2022	6/6/2027	Consumer Goods: Non-Durable	$	3,519,931	$	3,481,488	$	3,502,331	2.16%
Term Loan (PBDC SPV)	(5)	First Lien	6M SOFR+6.50%	1.00%	11.03%		6/6/2022	6/6/2027			2,250,448		2,225,870		2,239,196	1.38%
Gauge Vimergy Coinvest, LLC Units		Equity					6/6/2022				178		175,035		56,195	0.03%
Total												$	5,882,393	$	5,797,722	3.57%
Luxium Solutions, LLC									Deerfield Beach, OH
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		5/10/2024	12/1/2027	High Tech Industries	$	1,433,148	$	1,414,887	$	1,425,982	0.88%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		5/10/2024	12/1/2027			916,275		904,600		911,694	0.56%
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		5/10/2024	12/1/2027			610,277		602,502		607,226	0.37%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		5/10/2024	12/1/2027			390,177		385,206		388,226	0.24%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		5/10/2024	12/1/2027			296,262		294,304		294,781	0.18%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		5/10/2024	12/1/2027			189,414		188,162		188,467	0.12%
Total												$	3,789,661	$	3,816,376	2.35%
MacKenzie-Childs Acquisition, Inc.	(4)								Aurora, NY
Term Loan	(5)	First Lien	3M SOFR+6.00%	1.00%	10.48%		9/2/2022	9/2/2027	Consumer Goods: Durable	$	5,078,735	$	5,033,025	$	5,078,735	3.13%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.00%	1.00%	10.48%		9/2/2022	9/2/2027			3,247,060		3,217,836		3,247,060	2.00%
MacKenzie-Childs Investment, LP Partnership Interests		Equity					9/2/2022				311,482		311,482		312,361	0.19%
Total												$	8,562,343	$	8,638,156	5.32%
Madison Logic Holdings, Inc.	(4)								New York, NY
Term Loan	(5)	First Lien	1M SOFR+7.00%	1.00%	11.34%	0.00%	12/30/2022	12/30/2028	Media: Advertising, Printing & Publishing	$	2,293,054	$	2,247,083	$	2,224,262	1.37%
Term Loan	(5)	First Lien	1M SOFR+7.50%	1.00%	0.00%	11.84%	12/30/2022	12/30/2028			573,263		561,770		556,065	0.34%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+7.00%	1.00%	11.34%	0.00%	12/30/2022	12/30/2028			1,466,051		1,436,660		1,422,069	0.88%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+7.50%	1.00%	0.00%	11.84%	12/30/2022	12/30/2028			366,513		359,165		355,518	0.22%
BC Partners Glengarry Co-Investment LP Class 1 Interests	(9)	Equity					7/7/2023				461,351		461,351		251,111	0.15%
Total												$	5,066,029	$	4,809,025	2.96%
MBH Management LLC	(4)								Washington, DC
Term Loan	(5)	First Lien	1M SOFR+5.25%	1.50%	9.61%		11/15/2024	11/15/2029	Healthcare & Pharmaceuticals	$	3,883,303	$	3,807,590	$	3,807,590	2.34%
MBH Parent, LLC Common Units	(5)	Equity					11/15/2024				370,083		370,083		370,083	0.23%
Total												$	4,177,673	$	4,177,673	2.57%
MedLearning Group, LLC	(4)								New York, NY
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		3/26/2024	12/30/2027	Healthcare & Pharmaceuticals	$	1,064,090	$	1,046,267	$	1,048,129	0.65%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		3/26/2024	12/30/2027			680,320		668,925		670,115	0.41%
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		3/26/2024	12/30/2027			623,710		613,263		614,354	0.38%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		3/26/2024	12/30/2027			398,765		392,086		392,784	0.24%
Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		3/26/2024	12/30/2027			509,275		500,766		501,636	0.31%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		3/26/2024	12/30/2027			325,602		320,162		320,718	0.20%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+6.25%	1.00%	10.58%		3/26/2024	12/30/2027			198,071		196,090		195,100	0.12%
Total												$	3,737,559	$	3,742,836	2.31%
Michelli, LLC	(4)								New Orleans, LA
Term Loan	(5)	First Lien	3M SOFR+5.75%	2.00%	10.08%		12/21/2023	12/21/2028	Capital Equipment	$	810,848	$	797,169	$	806,794	0.50%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.75%	2.00%	10.08%		12/21/2023	12/21/2028			518,411		509,665		515,819	0.32%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+5.75%	2.00%	10.08%		12/21/2023	12/21/2028			2,974,921		2,947,434		2,960,046	1.82%
SP MWM Holdco LLC Class A Units		Equity					12/21/2023				266,062		266,062		307,992	0.19%
Total												$	4,520,330	$	4,590,651	2.83%
Microbe Formulas LLC	(4)								Meridian, ID
Term Loan	(5)	First Lien	1M SOFR+5.75%	1.00%	10.21%		4/4/2022	4/3/2028	Consumer Goods: Non-Durable	$	2,056,446	$	2,044,040	$	2,056,446	1.27%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+5.75%	1.00%	10.21%		4/4/2022	4/3/2028			1,314,777		1,306,845		1,314,777	0.81%
Term Loan	(5)	First Lien	1M SOFR+5.75%	1.00%	10.22%		11/20/2024	4/3/2028			1,893,219	$	1,883,945	$	1,893,219	1.17%
Total												$	5,234,830	$	5,264,442	3.25%

19

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
Monarch Behavioral Therapy, LLC	(4)								Addison, TX
Term Loan	(5)	First Lien	1M SOFR+5.00%	1.00%	9.36%		6/6/2024	6/6/2030	Healthcare & Pharmaceuticals	$	3,193,396	$	3,134,008	$	3,161,462	1.95%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+5.00%	1.00%	9.36%		6/6/2024	6/6/2030			2,041,680		2,003,711		2,021,263	1.24%
Revolver	(5)	First Lien	1M SOFR+5.00%	1.00%	9.34%		6/6/2024	6/6/2030			28,106		28,106		27,825	0.02%
Delayed Draw Term Loan	(5)	First Lien	1M SOFR+5.00%	1.00%	9.36%		6/6/2024	6/6/2030			297,667		294,740		294,690	0.18%
BI Investors, LLC Class A Units	(9)	Equity					6/6/2024				3,333		330,352		337,585	0.21%
Total												$	5,790,917	$	5,842,825	3.60%
Monitorus Holding, LLC	(6)								London, UK
Term Loan	(5)	First Lien	3M SOFR+7.00%	1.00%	11.59%		5/24/2022	5/24/2027	Media: Diversified & Production	$	4,040,944	$	4,020,545	$	4,000,535	2.46%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+7.00%	1.00%	11.59%		5/24/2022	5/24/2027			2,460,857		2,448,434		2,436,248	1.50%
Revolver	(5)	First Lien	3M SOFR+7.00%	1.00%	11.59%		5/24/2022	5/24/2027		€	1,332,835		1,449,009		1,434,519	0.88%
Delayed Draw Term Loan	(5)	First Lien	3M SOFR+7.00%	1.00%	11.59%		5/24/2022	5/24/2027		€	2,367,791		2,389,837		2,365,939	1.46%
Delayed Draw Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+7.00%	1.00%	11.59%		5/24/2022	5/24/2027		€	1,441,939		1,455,365		1,440,811	0.89%
Sapphire Aggregator S.a r.l. Convertible Bonds	(13)	Unsecured	8.0%	0.00%	0.00%	8.00%	11/15/2023	3/31/2025		€	17,687		18,987		18,233	0.01%
Sapphire Aggregator S.a r.l. Convertible Bonds	(13)	Unsecured	8.0%	0.00%	0.00%	8.00%	3/1/2024	6/30/2025		€	35,907		38,983		37,015	0.02%
Sapphire Aggregator S.a r.l. Convertible Bonds	(13)	Unsecured	8.0%	0.00%	0.00%	8.00%	9/30/2024	12/21/2025		€	34,111		38,136		35,165	0.02%
Sapphire Aggregator S.a r.l. Class A Shares		Equity					9/1/2022				1,635,819		32,722		36,156	0.02%
Sapphire Aggregator S.a r.l. Class B Shares		Equity					9/1/2022				1,635,814		32,722		36,156	0.02%
Sapphire Aggregator S.a r.l. Class C Shares		Equity					9/1/2022				1,635,814		32,722		36,156	0.02%
Sapphire Aggregator S.a r.l. Class D Shares		Equity					9/1/2022				1,635,814		32,722		36,156	0.02%
Sapphire Aggregator S.a r.l. Class E Shares		Equity					9/1/2022				1,635,814		32,722		36,156	0.02%
Sapphire Aggregator S.a r.l. Class F Shares		Equity					9/1/2022				1,635,814		32,722		36,156	0.02%
Sapphire Aggregator S.a r.l. Class G Shares		Equity					9/1/2022				1,635,814		32,722		36,156	0.02%
Sapphire Aggregator S.a r.l. Class H Shares		Equity					9/1/2022				1,635,814		32,722		36,156	0.02%
Sapphire Aggregator S.a r.l. Class I Shares		Equity					9/1/2022				1,635,814		32,722		36,156	0.02%
Total												$	12,153,794	$	12,093,869	7.42%
Morgan Electrical Group Intermediate Holdings, Inc.	(4)								Freemont, CA
Term Loan	(5)	First Lien	1M SOFR+6.25%	1.50%	10.61%		8/3/2023	8/3/2029	Construction & Building	$	1,221,241	$	1,198,495	$	1,215,135	0.75%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+6.25%	1.50%	10.61%		8/3/2023	8/3/2029			780,794		766,252		776,890	0.48%
Delayed Draw Term Loan	(5)	First Lien	1M SOFR+6.25%	1.50%	10.61%		8/3/2023	8/3/2029			776,938		769,348		773,053	0.48%
Morgan Electrical Group Holdings, LLC Series A-2 Preferred Units		Equity					8/3/2023				208		207,753		168,606	0.10%
Total												$	2,941,848	$	2,933,684	1.81%
Norplex Micarta Acquisition, Inc.	(4)								Postville, IA
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.50%	9.84%		10/31/2024	10/31/2029	Chemicals, Plastics, & Rubber	$	3,642,977	$	3,571,990	$	3,571,990	2.20%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.25%	1.50%	9.84%		10/31/2024	10/31/2029			2,329,117		2,283,732		2,283,732	1.41%
Norplex Micarta Parent, LP Preferred Units		Equity					10/31/2024				427,155		427,155		427,155	0.26%
Total												$	6,282,877	$	6,282,877	3.87%
Onpoint Industrial Services, LLC									Deer Park, TX
Term Loan	(5)	First Lien	3M SOFR+7.00%	1.75%	11.33%		11/16/2022	11/16/2027	Services: Business	$	4,693,788	$	4,632,507	$	4,693,788	2.89%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+7.00%	1.75%	11.33%		11/16/2022	11/16/2027			1,825,362		1,801,530		1,825,362	1.12%
Spearhead TopCo, LLC Class A Units		Equity					11/16/2022				335,499		335,499		545,729	0.34%
Total												$	6,769,536	$	7,064,879	4.35%
Pearl Media Holdings, LLC	(11)								Garland, TX
Term Loan	(5)	First Lien	3M SOFR+6.25%	2.00%	10.73%		8/31/2022	8/31/2027	Media: Advertising, Printing & Publishing	$	1,418,003	$	1,401,171	$	1,403,823	0.86%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.25%	2.00%	10.73%		8/31/2022	8/31/2027			906,592		895,831		897,526	0.55%
Total												$	2,297,002	$	2,301,349	1.41%
Red's All Natural, LLC									Franklin, TN
Last Out Term Loan	(7)(8)	First Lien	3M SOFR+4.50%	1.50%	9.88%		1/31/2023	1/31/2029	Beverage & Food	$	2,413,968	$	2,377,449	$	2,413,968	1.49%
Last Out Term Loan (PBDC SPV)	(7)(8)	First Lien	3M SOFR+4.50%	1.50%	9.88%		1/31/2023	1/31/2029			1,543,357		1,520,009		1,543,357	0.95%
Centeotl Co-Invest B, LP Common Units		Equity					1/31/2023				318,998		318,998		367,582	0.23%
Total												$	4,216,456	$	4,324,907	2.67%

20

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
RIA Advisory Borrower, LLC	(4)								Coral Gables, FL
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	11.22%		5/1/2023	8/2/2027	High Tech Industries	$	2,952,655	$	2,912,707	$	2,952,655	1.82%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	11.22%		5/1/2023	8/2/2027			1,148,255		1,132,719		1,148,255	0.71%
Revolver	(5)	First Lien	3M SOFR+6.50%	2.00%	11.22%		5/1/2023	8/2/2027			178,437		178,437		178,437	0.11%
RIA Advisory Aggregator, LLC Class A Units		Equity					5/1/2023				83,151		131,446		101,428	0.06%
RIA Products Aggregator, LLC Class A Units		Equity					5/1/2023				64,698		62,419		62,420	0.04%
Total												$	4,417,728	$	4,443,195	2.74%
Said Intermediate, LLC	(4)								Boston, MA
Term Loan	(5)	First Lien	1M SOFR+5.50%	1.00%	9.86%		6/13/2024	6/13/2029	Media: Advertising, Printing & Publishing	$	3,531,345	$	3,465,596	$	3,478,375	2.14%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+5.50%	1.00%	9.86%		6/13/2024	6/13/2029			2,257,745		2,215,709		2,223,879	1.37%
FCP-Said Holdings, LLC Series A Preferred Shares		Equity					6/13/2024				663		272,727		225,635	0.14%
FCP-Said Holdings, LLC Class A Common Shares		Equity					6/13/2024				625		-		-	0.00%
Total												$	5,954,032	$	5,927,889	3.65%
Service Minds Company, LLC	(12)								Bradenton, FL
Term Loan	(5)	First Lien	PRIME+7.50%	1.00%	0.00%	0.00%	2/7/2022	2/7/2028	Services: Consumer	$	2,442,617	$	2,416,387	$	1,502,209	0.93%
Revolver	(5)(15)	First Lien	PRIME+7.50%	1.00%	0.00%	0.00%	2/7/2022	2/7/2028			540,111		540,111		332,168	0.20%
Revolver	(5)(15)	First Lien	PRIME+7.50%	1.00%	0.00%	0.00%	9/30/2024	2/7/2028			130,760		130,760		130,760	0.08%
Revolver	(5)(15)	First Lien	PRIME+7.50%	1.00%	0.00%	0.00%	9/13/2024	2/7/2028			129,317		129,317		129,317	0.08%
Revolver	(5)(15)	First Lien	PRIME+7.50%	1.00%	0.00%	0.00%	11/12/2024	2/7/2028			290,964		290,964		290,964	0.18%
Delayed Draw Term Loan	(5)	First Lien	PRIME+7.50%	1.00%	0.00%	0.00%	2/7/2022	2/7/2028			1,642,692		1,632,446		1,010,256	0.62%
Total												$	5,139,985	$	3,395,674	2.09%
Teckrez, LLC	(4)								Jacksonville, FL
Term Loan	(5)	First Lien	1M SOFR+6.75%	2.00%	11.21%		5/24/2024	11/30/2028	Chemicals, Plastics, & Rubber	$	1,062,600	$	1,048,256	$	1,057,287	0.65%
Term Loan (PBDC SPV)	(5)	First Lien	1M SOFR+6.75%	2.00%	11.21%		5/24/2024	11/30/2028			679,367		670,197		675,970	0.42%
Revolver	(5)	First Lien	1M SOFR+6.75%	2.00%	11.21%		5/24/2024	11/30/2028			293,260		293,260		291,794	0.18%
HH-Teckrez Parent, LP Preferred Units		Equity					5/24/2024				36,658		36,658		51,724	0.03%
Total												$	2,048,371	$	2,076,775	1.28%
The Hardenbergh Group, Inc.	(4)								Livonia, MI
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.93%		8/7/2023	8/7/2028	Healthcare & Pharmaceuticals	$	2,881,663	$	2,825,400	$	2,881,663	1.77%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.50%	2.00%	10.93%		8/7/2023	8/7/2028			1,842,375		1,806,404		1,842,375	1.13%
Term Loan	(5)	First Lien	3M SOFR+6.50%	2.00%	10.93%		9/30/2024	8/7/2028			365,337		358,403		365,337	0.22%
BV HGI Holdings, L.P. Class A Units	(5)	Equity					8/7/2023				264,885		264,885		206,031	0.13%
Total												$	5,255,092	$	5,295,406	3.25%
Tiger 21, LLC	(4)								New York, NY
Term Loan	(5)	First Lien	3M SOFR+5.00%	1.00%	9.32%		12/30/2024	12/30/2030	Services: Consumer	$	6,621,997	$	6,489,558	$	6,489,558	4.00%
Tiger 21 Blocker, Inc. Class A-3 Common Stock		Equity					12/30/2024				376		376,429		376,429	0.23%
Total												$	6,865,987	$	6,865,987	4.23%
Tilley Distribution, Inc.	(4)								Baltimore, MD
Term Loan	(5)	First Lien	3M SOFR+6.00%	1.00%	10.48%		4/1/2022	12/31/2026	Chemicals, Plastics, & Rubber	$	3,415,461	$	3,391,719	$	3,295,920	2.03%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+6.00%	1.00%	10.48%		4/1/2022	12/31/2026			2,183,656		2,168,476		2,107,228	1.30%
Total												$	5,560,195	$	5,403,148	3.33%
TriplePoint Acquisition Holdings LLC	(4)								Columbus, OH
Term Loan	(5)	First Lien	3M SOFR+5.50%	1.00%	9.83%		5/31/2024	5/31/2029	Construction & Building	$	3,041,859	$	2,986,480	$	3,026,650	1.86%
Term Loan (PBDC SPV)	(5)	First Lien	3M SOFR+5.50%	1.00%	9.83%		5/31/2024	5/31/2029			1,182,945		1,161,409		1,177,030	0.72%
TriplePoint Holdco LLC Class A Units	(9)	Equity					5/31/2024				442,295		435,835		755,460	0.47%
Total												$	4,583,724	$	4,959,140	3.05%
USDTL AcquisitionCo, Inc.	(4)								Des Plaines, IL
Term Loan	(5)	First Lien	3M SOFR+5.25%	1.50%	9.58%		12/9/2024	12/9/2030	Healthcare & Pharmaceuticals	$	1,563,778	$	1,532,814	$	1,532,814	0.94%
Revolver	(5)	First Lien	3M SOFR+5.25%	1.50%	9.58%		12/9/2024	12/9/2030			269,194		269,194		263,864	0.16%
USDTL Holdings, LLC Preferred Units		Equity					12/9/2024				92		92,427		92,428	0.06%
Total												$	1,894,435	$	1,889,106	1.16%

21

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

										Principal						% of
							Investment		Headquarters/	Amount/		Amortized		Fair		Net
Investments	Footnotes	Security (2)	Coupon	Floor	Cash	PIK(10)	Date	Maturity	Industry	Shares (3)		Cost		Value (1)		Assets
WER Holdings, LLC	(4)								Sugar Hill, GA
Term Loan	(5)	First Lien	6M SOFR+5.50%	1.00%	9.95%		4/11/2024	4/11/2030	Services: Business	$	787,844	$	773,501	$	776,026	0.48%
Term Loan (PBDC SPV)	(5)	First Lien	6M SOFR+5.50%	1.00%	9.95%		4/11/2024	4/11/2030			306,384		300,806		301,788	0.19%
Revolver	(5)	First Lien	3M SOFR+5.50%	1.00%	9.83%		4/11/2024	4/11/2030			54,442		54,442		53,625	0.03%
Delayed Draw Term Loan	(5)	First Lien	1M SOFR+5.50%	1.00%	9.87%		4/11/2024	4/11/2030			335,259		331,920		330,230	0.20%
Blade Landscape Investments, LLC Class A Units		Equity					4/11/2024				733		73,300		78,174	0.05%
Total												$	1,533,969	$	1,539,843	0.95%
Total Non-controlled, non-affiliated investments												$	297,791,269	$	300,732,065	185.19%
Total Investments												$	297,791,269	$	300,732,065	185.19%
LIABILITIES IN EXCESS OF OTHER ASSETS														$	(138,344,185)	(85.19)%
NET ASSETS														$	162,387,880	100.00%

(1) See Note 1 of the Notes to the Consolidated Financial Statements for a discussion of the methodologies used to value securities in the portfolio.

(2) Debt investments are income producing and equity securities are non-income producing, unless otherwise noted.

(3) Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted Euro (“€”).

22

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(4) At December 31, 2024, Stellus Private Credit BDC’s (the “Company”) had the following outstanding revolver and delayed draw term loan commitments of which there was no unrealized appreciation or depreciation:

				Unused
		Unfunded		Commitment
Investments	Security	Commitment		Fee		Maturity
2X LLC	Revolver		1,993,987	0.50	%	June 5, 2028
2X LLC	Delayed Draw Term Loan		2,828,649	0.50	%	June 5, 2028
AdCellerant LLC	Revolver		802,995	0.50	%	December 12, 2028
AGT Robotique Inc.	Revolver		1,210,120	0.50	%	June 22, 2029
American Refrigeration, LLC	Revolver		1,243,392	0.50	%	March 31, 2028
AMII Acquisition, LLC	Revolver		556,928	0.50	%	December 4, 2029
Amika OpCo LLC *	Revolver		1,477,049	0.50	%	July 1, 2028
Axis Portable Air, LLC	Revolver		1,344,512	0.50	%	March 22, 2028
Bart & Associates, LLC	Revolver		707,263	0.50	%	August 16, 2030
Bart & Associates, LLC	Delayed Draw Term Loan		4,624,972	1.00	%	August 16, 2030
Carolinas Buyer, Inc.	Delayed Draw Term Loan		1,439,876	1.00	%	December 20, 2030
Carolinas Buyer, Inc.	Revolver		1,119,158	0.50	%	December 20, 2030
Cerebro Buyer, LLC	Delayed Draw Term Loan		510,498	1.00	%	March 15, 2029
Cerebro Buyer, LLC	Revolver		478,771	0.50	%	March 15, 2029
Channel Partners Intermediateco, LLC	Revolver		144,416	0.50	%	February 7, 2027
Compost 360 Acquisition, LLC	Revolver		408,663	0.50	%	August 2, 2028
COPILOT Provider Support Services, LLC	Revolver		660,469	0.50	%	November 22, 2027
Craftable Intermediate II Inc.	Revolver		3,149,231	0.50	%	June 30, 2028
Curion Holdings, LLC	Revolver		452,923	0.50	%	July 29, 2027
Equine Network, LLC	Revolver		70,639	0.50	%	May 22, 2028
Eskola LLC**	Delayed Draw Term Loan		2,684,592	1.00	%	December 19, 2029
evolv Consulting, LLC	Revolver		1,250,000	0.50	%	December 7, 2028
Exigo, LLC	Revolver		238,210	0.50	%	March 16, 2027
FairWave Holdings, LLC	Revolver		196,627	0.50	%	April 1, 2029
FairWave Holdings, LLC	Delayed Draw Term Loan		395,630	0.50	%	April 1, 2029
FiscalNote Boards LLC	Revolver		158,753	0.50	%	March 12, 2029
FiscalNote Boards LLC	Delayed Draw Term Loan		254,005	1.00	%	March 12, 2029
Florachem Corporation	Revolver		623,985	0.50	%	April 29, 2028
Guidant Corp.	Revolver		810,176	0.50	%	March 12, 2029
HV Watterson Holdings, LLC	Revolver		24,902	0.50	%	December 17, 2026
Impact Home Services LLC	Delayed Draw Term Loan		869,871	1.00	%	April 28, 2028
Inoapps Bidco, LLC	Revolver		189,753	0.50	%	February 15, 2027
iNovex Information Systems Incorporated	Revolver		986,350	0.50	%	December 17, 2030
Lightning Intermediate II, LLC	Revolver		746,891	0.50	%	June 6, 2027
MacKenzie-Childs Acquisition, Inc.	Revolver		1,536,470	0.50	%	September 2, 2027
Madison Logic Holdings, Inc.	Revolver		204,593	0.50	%	December 30, 2027
MBH Management LLC	Delayed Draw Term Loan		1,337,795	1.00	%	November 15, 2029
MBH Management LLC	Revolver		772,104	0.50	%	November 15, 2029
MedLearning Group, LLC	Delayed Draw Term Loan		792,284	1.00	%	December 30, 2027
Michelli, LLC	Revolver		994,641	0.50	%	December 21, 2028
Microbe Formulas LLC	Revolver		934,990	0.50	%	April 3, 2028
Monarch Behavioral Therapy, LLC	Delayed Draw Term Loan		545,250	1.00	%	June 6, 2030
Monarch Behavioral Therapy, LLC	Revolver		534,008	0.50	%	June 6, 2030
Morgan Electrical Group Intermediate Holdings, Inc.	Revolver		717,227	0.50	%	August 3, 2029
Morgan Electrical Group Intermediate Holdings, Inc.	Delayed Draw Term Loan		521,873	1.00	%	August 3, 2029
Norplex Micarta Acquisition, Inc.	Revolver		1,822,665	0.50	%	October 31, 2029
RIA Advisory Borrower, LLC	Revolver		504,851	0.50	%	August 2, 2027
Said Intermediate, LLC	Revolver		909,091	0.50	%	June 13, 2029
Teckrez, LLC	Revolver		293,260	1.00	%	November 30, 2028
The Hardenbergh Group, Inc.	Revolver		1,679,360	0.50	%	August 6, 2028
Tiger 21, LLC	Revolver		1,513,228	0.50	%	December 30, 2030
Tilley Distribution, Inc.	Revolver		986,571	0.50	%	December 31, 2026
TriplePoint Acquisition Holdings LLC	Delayed Draw Term Loan		1,061,509	1.00	%	May 31, 2029
TriplePoint Acquisition Holdings LLC	Revolver		589,727	0.50	%	May 31, 2029
USDTL AcquisitionCo, Inc.	Delayed Draw Term Loan		2,635,854	1.00	%	December 9, 2030
USDTL AcquisitionCo, Inc.	Revolver		1,076,774	0.50	%	December 9, 2030
WER Holdings, LLC***	Revolver		108,884	0.50	%	April 11, 2030
WER Holdings, LLC	Delayed Draw Term Loan		209,057	1.00	%	April 11, 2030
	Total Unfunded Commitments	$	56,936,322

23

STELLUS PRIVATE CREDIT BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

* Included in this investment is LOC in the amount of $71,794, with LOC rate of 5.25% and a maturity of July 1, 2028.

** This investment is a last-out delayed draw term loan with contractual rates higher than the applicable rates; therefore, the floor is not in effect.

*** Included in this investment is LOC in the amount of $16,703, with LOC rate of 5.50% and a maturity of April 11, 2030.

(5) These loans include an interest rate floor feature that is lower than the applicable rates; therefore, the floor is not in effect.

(6) The investment is not a “qualifying asset” under the Investment Company Act of 1940, as amended. The Company may not acquire any non-qualifying assets unless, at the time of the acquisition, qualifying assets represent at least 70% of the Company’s total assets. Qualifying assets represent approximately 92.0% of the Company’s total assets as of December 31, 2024.

(7) This loan is a unitranche investment.

(8) These loans are last-out term loans with contractual rates higher than the applicable rates; therefore, the floor is not in effect.

(9) Security is income producing through dividends or distributions.

(10) Represents a PIK interest security. At the option of the issuer, interest can be paid in cash or cash and PIK interest. The percentage of PIK interest shown is the maximum PIK interest that can be elected by the issue.

(11) Excluded from this investment is an undrawn revolver commitment in an amount not to exceed $696,773, with an unfunded rate of 0.50% and a maturity of August 31, 2027. The Company has full discretion to fund the revolver commitment.

(12) Investment has been on non-accrual since August 21, 2024.

(13) This loan is convertible to common units at maturity at the election of the majority of holders.

(14) Excluded from this investment is an undrawn revolver commitment in an amount not to exceed $128,780, with an unfunded rate of 0.50% and a maturity of April 28, 2028. The Company has full discretion to fund the revolver commitment.

(15) The Company has full discretion to fund the revolver commitment, with an unfunded rate of 0.00% and a maturity of February 7, 2028. As of December 31, 2024, there was no undrawn revolver commitment.

Abbreviation Legend

PIK — Payment-In-Kind

SOFR —  Secured Overnight Financing Rat

24

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Stellus Private Credit BDC (“we”, “us”, “our” and the “Company”) was formed on December 7, 2021 (“Inception”) as a Delaware statutory trust and is an externally managed, closed-end, non-diversified investment management company. Prior to February 1, 2022 (“Commencement of Operations”), the Company was devoting substantially all of its efforts to establishing the business and conducting organizational and marketing efforts. The Company is applying the guidance of Accounting Standards Codification Topic 946, Financial Services Investment Companies (“ASC Topic 946”). The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to the supervision of the Company’s Board of Trustees (the “Board”), a majority of which is made up of trustees who are not interested persons as defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”), the Advisor (as defined below) manages the Company’s day-to-day operations and provides the Company with investment advisory and management services. Trustees who are interested persons as defined in Section 2(a)(19) of the 1940 Act are referred to herein as Interested Trustees. The Company is externally managed by Stellus Private BDC Advisor, LLC (the “Advisor”), a Delaware limited liability company, is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and a majority-owned subsidiary of Stellus Capital Management, LLC (“Stellus Capital Management”), and an investment adviser that is registered with the is registered with the SEC under the Advisers Act. Stellus Capital Management serves as the Company’s administrator (the “Administrator”) pursuant to an administration agreement (the “Administration Agreement”). Stellus Capital Management, may retain a sub-administrator to perform any or all of its obligations under the Administration Agreement.

As of March 31, 2025, the Company has issued a total of 10,873,321 common shares of beneficial interest in connection with draw downs of $130,000,000 of outstanding capital commitments, share purchases of $37,800,000 by investors pursuant to immediate share issuance subscription agreements, and $2,672,998 from dividend reinvestments for total contributed capital of $170,472,998. As of March 31, 2025, the Company had $106,937,318 in uncalled capital commitments pursuant to draw down subscription agreements.

On August 15, 2024, the Company commenced a quarterly share repurchase program in which the Company intends to repurchase, in each quarter, up to 5% of the common shares of beneficial interest outstanding as of the close of the previous calendar quarter (the “Share Repurchase Program”), subject to the discretion of the Board. Any such repurchases are subject to approval by the Board, in its discretion, and the availability of cash to fund such repurchases. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the Company’s best interest and the best interest of the Company’s stockholders. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the 1940 Act and subject to compliance with applicable covenants and restrictions under the Company’s financing arrangements. All shares repurchased by the Company pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued shares. As of March 31, 2025, the Company repurchased 506,072 common shares of beneficial interest at a weighted average purchase price of $15.15.

On February 11, 2022, the Company formed PBDC Consolidated Blocker, LLC (the “Taxable Subsidiary”), which is structured as a Delaware entity, to hold equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass-through entities). The Taxable Subsidiary is consolidated for U.S. generally accepted accounting principles (“U.S. GAAP”) reporting purposes, and the portfolio investments held by the Taxable Subsidiary are included in the consolidated financial statements.

25

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

On May 20, 2024, the Company formed Stellus Private Credit BDC SPV LLC (“PBDC SPV”), which is structured as a Delaware limited liability company, for a special purpose vehicle financing credit facility (the “SPV Facility”). The PBDC SPV is consolidated for U.S. GAAP reporting purposes, and the portfolio investments held by the PBDC SPV are included in the consolidated financial statements. See Note 9 for further details regarding the SPV Facility.

As a BDC, the Company is required to comply with certain regulatory requirements. For instance, as a BDC, we may not acquire any assets other than “qualifying assets” as specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets. Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes any issuer that (i) is organized and with their principal of business in the United States., (ii) is not an investment company that are wholly owned subsidiaries of a BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act, and (iii) satisfies any one of the following criteria: such company (a) has a market capitalization of less than $250,000,000 or does not have a class of securities listed on a national securities exchange, (b) is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the company, and, as a result thereof, the BDC has an affiliated person who is a director of the company, or (c) is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2,000,000. Additionally, in accordance with the 1940 Act, we are required to meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and other senior securities (including any preferred stock that we may issue in the future) of at least 150%, subject to meeting certain conditions. If this ratio declines below 150%, we cannot incur additional leverage and could be required to sell a portion of our investments to repay some leverage when it is disadvantageous to do so. 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. As of March 31, 2025 and December 31, 2024, our asset coverage ratio was 196% and 216%, respectively.

The Company’s investment objective is to maximize the total return to its shareholders in the form of current income and capital appreciation through debt and related equity investments in lower middle-market companies (“LMM”). The Company seeks to achieve its investment objective by originating and investing primarily in private U.S. LMM companies (typically those with $5,000,000 to $50,000,000 of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) with a focus on investing through first lien (including unitranche) loans, often with a corresponding equity investment. The Company sources investments primarily through the extensive network of relationships that the principals of Stellus Capital Management have developed with financial sponsor firms, financial institutions, LMM companies, management teams and other professional intermediaries.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X under the Exchange Act. Accordingly, certain disclosures accompanying the annual financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of the financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited consolidated

26

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024.

In accordance with Regulation S-X under the Exchange Act, the Company does not consolidate portfolio company investments. The accounting records of the Company are maintained in U.S. dollars.

Economic Developments

Economic activity has continued to accelerate across sectors and regions. Nonetheless, we have observed and may continue to observe supply chain interruptions, labor resource shortages, commodity inflation, fluctuating interest rates, bank impairments and failures, economic sanctions in response to international conflicts and instances of geopolitical, economic and financial market instability in the United States and abroad. 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.

Portfolio Investment Classification

The Company classifies its portfolio investments in accordance with the requirements of the 1940 Act as follows: (a) “Controlled Investments” are defined as investments in which the Company owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which the Company owns between 5% and 25% of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) “Non-controlled, non-affiliate investments” are defined as investments that are neither Controlled Investments or Affiliate Investments.

Cash and Cash Equivalents

As of March 31, 2025, cash balances totaling $65,121 did not exceed Federal Deposit Insurance Corporation ("FDIC") insurance protection levels of $250,000.

In addition, at March 31, 2025, the Company held $2,425,032 in cash equivalents, which are carried at net asset value, which is considered a Level 1 valuation technique. All of the Company's cash deposits are held at large established high credit quality financial institutions and management believes that risk of loss associated with any uninsured balances is remote.

Cash consists of bank demand deposits. We deem certain money market mutual funds, U.S. Treasury Bills, and other high-quality, short-term debt securities as cash equivalents.

Fair Value Measurements

We account for all of our financial instruments at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value, and requires disclosures for fair value measurements, including the categorization of financial instruments into a three-level hierarchy based on the transparency of valuation inputs. ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. We believe that the carrying amounts of our financial instruments such as receivables and payables approximate the fair value of these items due to the short maturity of these instruments. These are considered Level 2 in the fair value hierarchy. The carrying values of our Credit Facilities (defined below) approximates fair value because the interest rates adjusts to the market interest rates (Level 3 classification). Valuation techniques and significant inputs used to determine fair value include

27

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

Company details; credit, market and liquidity risk and events; financial health of the Company; place in the capital structure; interest rate; and terms and conditions of the Credit Facilities. See Note 6 to the consolidated financial statements for further discussion regarding the fair value measurements and hierarchy.

Consolidation

As permitted under Regulation S-X under the Exchange Act and ASC Topic 946, we generally do not consolidate our investment in a portfolio company but do consolidate any investment company subsidiary. Accordingly, we consolidated the results of the Taxable Subsidiary. All intercompany balances have been eliminated upon consolidation.

Use of Estimates

The preparation of the Consolidated Statements of Assets and Liabilities in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

Deferred Financing Costs

Deferred financing costs consists of prepaid loan structure fees and expenses paid in connection with the closing of our Credit Facilities and are capitalized at the time of payment. These costs are amortized using the straight line method over the term of the respective instrument and presented as an offset to the corresponding debt on the Consolidated Statements of Assets and Liabilities.

Organizational Costs

Organizational costs include costs relating to the formation and incorporation of the Company, which generally include legal fees. These costs are expensed as incurred.

Deferred Offering Costs

Costs associated with the offering of common shares of beneficial interest of the Company are capitalized as deferred offering costs, included on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period beginning with the Commencement of Operations. These expenses include legal, accounting, printing fees and other related expenses and costs incurred in connection with preparing the offering documents relating to the Private Offering. As of March 31, 2025 and December 31, 2024, $119,101 and $127,983 of such offering costs had yet to be amortized, respectively.

Investments

Rule 2a-5 under the 1940 Act allows the Board to designate a valuation designee (the “Valuation Designee ”) to perform the fair value determination responsibilities, subject to certain conditions, including continued board of directors’ oversight and creates a framework for the determination of the fair value of a fund’s investment in order to establish a standard baseline valuation practice across all funds. Determination of fair value in good faith requires, among other things, assessment and management of material valuation risks, the establishment and consistent application of appropriate methodologies for calculating fair value (including regular review of which methodologies have been selected and monitoring for circumstances that require fair value), the regular testing of the established fair value methodologies, and the evaluation and oversight of any pricing services used. The Board has amended its

28

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

valuation policy in accordance with the requirements of Rule 2a-5 and Rule 31a-4. The Board has not elected to designate a Valuation Designee.

As a BDC, the Company will generally invest in illiquid loans and securities including debt and equity securities of private middle-market companies. Section 2(a)(41)of the 1940 Act requires that a BDC value its assets as follows: (i) the third party price for securities for which a quotation is readily available; and (ii) for all other securities and assets, fair value, as determined in good faith under procedures adopted by a BDC's board. Under procedures approved by our Board, the Company intends to value investments for which market quotations are readily available at such market quotations. The Company will obtain these market values from an independent pricing service or at the midpoint of the bid and ask prices obtained from at least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at fair value as determined in good faith by our Board. Such determination of fair values may involve subjective judgments and estimates. The Company also engages independent valuation providers to review the valuation of each portfolio investment that does not have a readily available market quotation at least twice annually.

Debt and equity investments purchased within approximately 90 days of the valuation date will be valued at cost, plus accreted discount, or minus amortized premium, which approximates fair value. With respect to unquoted securities, our Board will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board will use the pricing indicated by the external event to corroborate and/or assist us in its valuation. Because the Company expects that there will not be a readily available market quotation for many of the investments in its portfolio, the Company expects to value most of its portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

In following these approaches, the types of factors that will be taken into account in fair value pricing investments will include, as relevant, but not be limited to:

● available current market data, including relevant and applicable market trading and transaction comparables;

● applicable market yields and multiples;

● financial covenants;

● call protection provisions;

● information rights;

● the nature and realizable value of any collateral;

● the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business;

● comparisons of financial ratios of peer companies that are public;

● comparable merger and acquisition transactions; and

29

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

● the principal market and enterprise values.

Revenue Recognition

We record interest income on an accrual basis to the extent such interest is deemed collectible. Payment-in-kind (“PIK”) interest, represents contractual interest accrued and added to the loan balance that generally becomes due at maturity. We will not accrue any form of interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount and market discount or premium are capitalized, and we then accrete or amortize such amounts using the effective interest method as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination fee is recorded as interest income. We record prepayment premiums on loans and debt securities as other income. Dividend income, if any, will be recognized on the ex-dividend date.

A presentation of the interest income we have received from portfolio companies for the three months ended March 31, 2025 and 2024 is as follows:

	Three Months Ended
	March 31, 2025		March 31, 2024
Loan interest	$	7,515,563	$	5,766,290
PIK interest		67,674		159,943
Fee amortization income(1)		309,359		299,716
Fee income acceleration(2)		10,562		83,432
Total Interest Income	$	7,903,158	$	6,309,381

(1) Includes amortization of fees on unfunded commitments.

(2) Unamortized loan origination fees recognized upon full or partial realization of investment.

Management considers portfolio company specific circumstances as well as other economic factors in determining collectability of income. As of March 31, 2025, the Company had loans to one portfolio company on non-accrual status, which represented approximately 1.7% of the Company’s loan portfolio at cost and 1.3% at fair value. As of March 31, 2025 and December 31, 2024, $739,403 and $89,992 of income from investments on non-accrual has not been accrued, respectively. As of December 31, 2024, the Company had loans to one portfolio company on non-accrual status, which represented approximately 1.8% of the Company’s loan portfolio at cost and 1.2% at fair value. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, or if a loan or debt security is sold or written off, the Company will remove it from non-accrual status.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the repayment, sale or disposition and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Foreign currency amounts are translated into US Dollars on the following basis:

● fair value of investment securities, other assets and liabilities—at the spot exchange rate on the last business day of the period; and

30

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

● purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such investment transactions, income or expenses.

Investment Transaction Costs

Costs that are material and associated with an investment transaction, including legal expenses, are included in the cost basis of purchases, and deducted from the proceeds of sales unless such costs are reimbursed by the borrower.

Receivables and Payables for Unsettled Securities Transaction

The Company records all investments on a trade date basis.

U.S. Federal Income Taxes

The Company has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code, and to operate in a manner to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, among other things, the Company is required to timely distribute to its shareholders at least 90% of investment company taxable income, as defined by the Code, for each year. So long as the Company maintains its status as a RIC, it generally will not be subject to U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

To avoid a 4% U.S federal excise tax on undistributed earnings, the Company is required to distribute each calendar year the sum of (i) 98% of its ordinary income for such calendar year, (ii) 98.2% of its net capital gains for the one-year period ending December 31, and (iii) any income recognized, but not distributed, in preceding years and on which the Company paid no federal income tax or the Excise Tax Avoidance Requirement. For this purpose, however, any net ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). The Company, at its discretion, may choose not to distribute all its taxable income for the calendar year and pay a non-deductible 4% excise tax on this income. If the Company chooses to do so, all other things being equal, this would increase expenses and reduce the amount of cash available to be distributed to shareholders. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes on estimated excess taxable income as taxable income is earned. As of December 31, 2024, the Company estimates that it had $647,253 of undistributed taxable income that was carried forward toward distributions to be paid in 2025. The Company intends to distribute any undistributed ordinary income as of December 31, 2024 within the required period of time such that the Company will not have to pay corporate-level U.S. federal income tax related to the year ended December 31, 2024.

Current income tax expense estimates for the three months ended March 31, 2025 and 2024 of $2,349 and $21,589 is mostly related to federal excise taxes.

The Company evaluates tax positions taken or expected to be taken while preparing its tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the applicable period. As of March 31, 2025, the Company had not recorded a liability for any uncertain tax positions. Management’s evaluation of uncertain tax positions may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. The Company’s

31

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

policy is to include interest and penalties related to income taxes, if applicable, in general and administrative expenses. There were no such expenses for the three months ended March 31, 2025 and 2024.

The Taxable Subsidiary is a direct wholly-owned subsidiary of the Company that has elected to be a taxable entity. The Taxable Subsidiary permits the Company to hold equity investments in portfolio companies that are “pass through” entities for U.S. federal income tax purposes and continue to comply with the “source-of-income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiary is not consolidated with the Company for U.S. federal income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Company’s consolidated financial statements.

The Taxable Subsidiary uses the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

For the three months ended March 31, 2025 and 2024, the Company recorded deferred income tax benefit of $61,859 and $45,885 related to the Taxable Subsidiary, respectively. In addition, as of March 31, 2025 and December 31, 2024, the Company had a deferred tax liability of $197,596 and $259,455, respectively.

Earnings per Share

Basic per share calculations are computed utilizing the weighted average number of common shares of beneficial interest outstanding for the period. The Company has no common share of beneficial interest equivalents. As a result, there is no difference between diluted earnings per share and basic per share amounts.

Paid In Capital

The Company records the proceeds from the sale of its common shares of beneficial interest on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding all commissions and marketing support fees.

32

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

Distributable Earnings

The components that make up total distributable earnings on the Statements of Assets and Liabilities as of March 31, 2025 and December 31, 2024 are as follows:

	March 31, 2025		December 31, 2024
Accumulated net realized gain from investments, net of cumulative dividends of $254,817 for both periods	$	446,005	$	386,329
Net realized gain on foreign currency translations		55,826		113,882
Net unrealized appreciation on non-controlled non-affiliated investments and cash equivalents, net of deferred tax liability of $197,596 and $259,455, respectively		3,917,069		2,674,418
Net unrealized appreciation on foreign currency translations		19,958		6,923
Accumulated undistributed net investment loss		(959,348)		(384,258)
Total distributable earnings	$	3,479,510	$	2,797,294

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in this update require more disaggregated information on income taxes paid. ASU 2023-09 is effective for years beginning after December 15, 2024. Early adoption is permitted; however, the Company has not elected to adopt this provision as of the date of the financial statements contained in this quarterly report on Form 10-Q. The Company is still assessing the impact of the new guidance. However, it does not expect ASU 2023-09 to have a material impact on the Consolidated Financial Statements and the notes thereto.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its consolidated financial statements.

See Note 11 to the Consolidated Financial Statements contained herein for further discussion regarding recently issued accounting standards.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standards setting bodies that are adopted by the Company as of the specified effective date. We believe the impact of the recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.

33

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

NOTE 2 — RELATED PARTY ARRANGEMENTS

Investment Advisory Agreement

The Company has entered into an investment advisory agreement with the Advisor pursuant to which the Advisor serves as its investment adviser (the “Advisory Agreement”). Pursuant to this agreement and a related fee waiver letter agreement, the Company has agreed to pay the Advisor an annual base management fee of 1.50% of gross assets, including assets purchased with borrowed funds or other forms of leverage (including preferred stock, public and private debt issuances, derivative instruments, repurchase agreements and other similar instruments or arrangements) and excluding cash and cash equivalents, and the Incentive Fee (as defined below) (the "Base Management Fee"). In addition, pursuant to the fee waiver letter agreement, the Advisor has agreed to waive the base management fee in its entirety until the first fiscal quarter immediately following the two-year anniversary of the initial closing of capital commitments by the Company. The Advisor has agreed to waive the base management fee in excess of 1.00%, for periods ending on or prior to the date of the quotation or listing of the Company’s common shares of beneficial interest on a national securities exchange. For the three months ended March 31, 2025, the Company accrued management fees of $1,035,829 of which $345,276 have been waived by the Advisor pursuant to the terms of the Advisory Agreement. For the three months ended March 31, 2024, the Company accrued management fees of $800,654, all of which have been waived. The Base Management Fees that have been waived by the Advisor are not subject to recoupment. The Base Management Fee will be payable quarterly in arrears and be appropriately prorated for any partial quarter.

Incentive Fee

The incentive fee will consist of two components, an income-based incentive fee and a capital gains-based incentive fee, that are independent of each other collectively (the "Incentive Fee"), with the result that one component may be payable even if the other is not.

Income-Based Incentive Fee.  The portion of the Incentive Fee based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following the initial closing date. It will equal (i) prior to any listing of our shares on a national securities exchange, 100% of the Pre-Incentive Fee Net Investment Income (as defined below) in excess of a 1.5% quarterly “hurdle rate,” until the Advisor has received 10% of the total Pre-Incentive Fee Net Investment Income for that calendar quarter and, for Pre-Incentive Fee Net Investment Income in excess of 1.6667% quarterly, 10% of all remaining Pre- Incentive Fee Net Investment Income for that calendar quarter, and (ii) subsequent to any listing of our shares on a national securities exchange, 100% of the Pre- Incentive Fee Net Investment Income in excess of a 1.5% quarterly “hurdle rate,” until the Advisor has received 15.0% of the total Pre-Incentive Fee Net Investment Income for that calendar quarter and, for Pre-Incentive Fee Net Investment Income in excess of 1.7647% quarterly, 15.0% of all remaining Pre-Incentive Fee Net Investment Income for that calendar quarter. The 100% “catch-up” provision for Pre-Incentive Fee Net Investment Income in excess of the 1.5% “hurdle rate” is intended to provide the Advisor with an incentive fee of (i) prior to any listing of our shares on a national securities exchange, 10% on all Pre-Incentive Fee Net Investment Income when that amount equals 1.6667% in a calendar quarter (6.6667% annualized), and (ii) subsequent to any listing of our shares on a national securities exchange, 15.0% on all Pre-Incentive Fee Net Investment Income when that amount equals 1.7647% in a calendar quarter (7.00588% annualized), which, in each case, is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, (i) prior to any listing of our shares on a national securities exchange, 10% of any Pre-Incentive Fee Net Investment Income in excess of 1.6667% in any calendar quarter is payable to the Advisor, and (ii) subsequent to any listing of our shares on a national securities exchange, 15.0% of any Pre-Incentive Fee Net Investment Income in excess of 1.7647% in any calendar quarter is payable to the Advisor.

34

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

Pre-Incentive Fee Net Investment Income means interest income, fee income, distribution/dividend income and any other income accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee and expenses payable under the Administration Agreement but excluding any Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash. The Advisor is not obligated to return the incentive fee based on income it receives on deferred interest that is later determined to be uncollectible in cash.

Notwithstanding the foregoing, an income-based incentive fee shall be paid to the Advisor for any quarter only to the extent that, after such payment, the cumulative income-based incentive fees paid to the Advisor for the period that includes the then-current fiscal quarter and the three full preceding fiscal quarters (the “Income Incentive Fee Look-Back Period”) is less than or equal to, prior to any listing of our shares on a national securities exchange, 10% and, subsequent to any listing of our shares on a national securities exchange, 15% of the Company’s Cumulative Pre-Incentive Fee Net Return (as defined below) during the Income Incentive Fee Look-Back Period (the “Income Incentive Fee Cap”).

“Cumulative Pre-Incentive Fee Net Return” during the Income Incentive Fee Look-Back Period means the sum of (a) Pre-Incentive Fee Net Investment Income for each period during the relevant Income Incentive Fee Look-Back Period and (b) the sum of realized capital gains and unrealized capital appreciation during the applicable Income Incentive Fee Look-Back Period less the sum of realized capital losses and unrealized capital depreciation during the applicable Income Incentive Fee Look-Back Period.

For the three months ended March 31, 2025 and 2024, the Company accrued Income Incentive Fees of $578,315 and $598,401, respectively. For the three months ended March 31, 2025 and 2024, $192,772 and $199,467, respectively, of Income Incentive Fees accrued were waived, pursuant to the 5% waiver prior to any listing of our shares on a national securities exchange.

As of March 31, 2025 and December 31, 2024, $453,470 and $452,186, respectively, of such Income Incentive Fees were payable to the Advisor, of which $382,330 and $384,260, respectively, are currently payable (as explained below). As of March 31, 2025 and December 31, 2024, $71,140 and $67,926, respectively, of Income Incentive Fees incurred but not paid by the Company were generated from deferred interest (i.e. PIK, certain discount accretion and deferred interest) and are not payable until such amounts are received by the Company in cash. As of both March 31, 2025 and December 31, 2024, no Income Incentive Fees were deferred pursuant to the Cumulative Pre-Incentive Fee Net Return limitation and are not currently payable. The Income Incentive Fees that have been waived by the Advisor are not subject to recoupment.

Capital Gains Incentive Fee. The capital gains component of the Incentive Fee (the “Capital Gains Incentive Fee”) is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement, as of the termination date) and is equal to, prior to any listing of our shares on a national securities exchange, 10.0% and, subsequent to an listing of our shares on a national securities exchange, 15% of our cumulative aggregate realized capital gains from Inception through the end of that calendar year, computed net of the cumulative aggregate realized capital losses and cumulative aggregate unrealized capital depreciation through the end of such year, less the aggregate amount of any previously paid capital gains Incentive Fees. If such amount is negative, then no Capital Gains Incentive Fee will be accrued or payable for such year. Additionally, if the Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying the Capital Gains Incentive Fee. Any Capital Gains Incentive Fees that have been waived prior to any listing of our shares on a national securities exchange by the Advisor are not subject to recoupment.

35

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

U.S. GAAP requires that the accrual considers the cumulative aggregate realized gains and losses and unrealized capital appreciation or depreciation of investments and other financial instruments in the calculation, as an Incentive Fee would be payable if such realized gains and losses and unrealized capital appreciation or depreciation were realized, even though such realized gains and losses and unrealized capital appreciation or depreciation is not permitted to be considered in calculating the fee actually payable under the Advisory Agreement. There can be no assurance that unrealized appreciation or depreciation will be realized in the future. Accordingly, such fees, as calculated and accrued, may not necessarily be payable under the Advisory Agreement, and may never be paid based upon the computation of Incentive Fees in subsequent periods.

The following tables summarize the components of the incentive fees discussed above:

	For the three months ended
	March 31, 2025		March 31, 2024
Investment income incentive fees incurred	$	578,315	$	598,401
Capital gains incentive fees incurred		163,139		37,891
Income incentive fee waiver		(192,772)		(199,467)
Incentive fees expense	$	548,682	$	436,825

	March 31, 2025		December 31, 2024
Investment income incentive fee currently payable	$	382,330	$	384,260
Investment income incentive fee deferred		71,140		67,926
Capital gains incentive fee deferred		469,368		306,229
Incentive fee payable	$	922,838	$	758,415

Expense Support and Conditional Reimbursement

We have entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Advisor under which the Advisor has contractually agreed to reimburse expenses, beginning with the Commencement of Operations, to keep annual operating expenses to be no more than an amount equal to 12.5 basis points of the Company’s total assets per quarter (50 basis points of its total assets per annum), pro-rated for partial periods, for the covered operating expenses (as defined below). The contractual fee reimbursements may be modified or terminated only with the approval of the Board, including a majority of the Independent Trustees. For purposes of the reimbursed expense calculations, covered operating expenses do not include organizational and offering expenses; costs relating to the offerings of the Company’s common shares of beneficial interest and other securities (including underwriting, placement agent and similar fees and commissions); interest payable on debt, if any, incurred to finance the Company’s investments and other fees and expenses related to the Company’s borrowings; U.S. federal, state and local taxes; all costs of registration and listing the Company’s shares on any securities exchange; investment advisory and management fees payable to the Advisor; and third-party investor hosting and similar platforms and service providers. For the three months ended March 31, 2025 and 2024, the Company recorded expense reimbursements of $84,378 and $197,775, respectively.

Reimbursements made by the Advisor with respect to the Company, pursuant to the Expense Support Agreement, are subject to recoupment from the Company within a three year time period, provided that the Company is able to effect such payment to the Advisor without exceeding the applicable expense limitations in effect at the time such reimbursements occurred.

36

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

As of March 31, 2025, expenses reimbursed by the Advisor included in the Consolidated Statements of Operations, subject to recoupment by the Company over three years is as follows:

For the Three	Amount Subject		Amount		Balance Subject		Date of
Months Ended	to Recoupment		Recouped		to Recoupment		Expiration
March 31, 2022	$	157,933	$	—	$	—	March 31, 2025
June 30, 2022		87,423		—		87,423	June 30, 2025
September 30, 2022		79,475		—		79,475	September 30, 2025
December 31, 2022		63,511		—		63,511	December 31, 2025
March 31, 2023		219,880		—		219,880	March 31, 2026
June 30, 2023		139,229		—		139,229	June 30, 2026
September 30, 2023		82,743		—		82,743	September 30, 2026
December 31, 2023		126,539		—		126,539	December 31, 2026
March 31, 2024		197,775		—		197,775	March 31, 2027
June 30, 2024		77,042		—		77,042	June 30, 2027
September 30, 2024		128,331		—		128,331	September 30, 2027
December 31, 2024		161,473		—		161,473	December 31, 2027
March 31, 2025		84,378		—		84,378	March 31, 2028
Totals	$	1,605,732	$	—	$	1,447,799

The following tables summarize the components of the expenses reimbursed/fees waived by the Advisor included in the Consolidated Statements of Operations:

	For the three months ended
	March 31, 2025		March 31, 2024
Management fee waiver	$	345,276	$	800,654
Income incentive fee waiver		192,772		199,467
Expense support and conditional reimbursement		84,378		197,775
Expenses reimbursed/fees waived by Investment Advisor	$	622,426	$	1,197,896

Trustees’ Fees

Each Independent Trustee of the Board is paid an annual board retainer of $50,000, payable in quarterly installments. The Company reimburses Independent Trustees for any out-of-pocket expenses related to their service as members of the Board. The Independent Trustees of the Board do not receive any stock-based compensation for their service as members of the Board. The Company’s Interested Trustees, who are employed by Stellus Capital Management, do not receive any compensation for their service as members of the Board. In addition, the Audit Committee Chairman is paid an additional annual retainer of $10,000.

For the both three months ended March 31, 2025 and 2024, the Company recorded an expense relating to trustees’ fees of $40,000. As of both March 31, 2025 and December 31, 2024, no trustees’ fees were payable to the Company’s trustees.

Co-Investment Pursuant to SEC Order

On May 9, 2022, the Company received an exemptive order (the “Order”) from the SEC that permits it to co-invest with investment funds managed by the Advisor and its affiliates where doing so is consistent with the Company’s investment strategy as well as applicable law (including the terms and conditions of the exemptive order issued by the SEC). Under the terms of the relief permitting the Company to co-invest with other funds managed by the Advisor and

37

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

its affiliates, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Independent Trustees must make certain conclusions in connection with a co-investment transaction, including (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to the Company and its and do not involve overreaching of the Company or its shareholders on the part of any person concerned; (2) the transaction is consistent with the interests of its shareholders and is consistent with the Company’s investment objectives and strategies; (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing; and (4) the proposed investment by us would not benefit the Adviser, the other affiliated funds that are participating in the investment, or any affiliated person of any of them (other than parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.

License Agreement

The Company has entered into a license agreement with Stellus Capital Management under which Stellus Capital Management has agreed to grant the Company a non-exclusive, royalty-free license to use the name “Stellus Capital.” Under this agreement, the Company has a right to use the “Stellus Capital” name for so long as the Advisor, Stellus Capital Management or one of their affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Stellus Capital” name. This license agreement will remain in effect for so long as the Advisory Agreement with the Advisor is in effect.

Administration Agreement

Under the Administration Agreement, Stellus Capital Management furnishes the Company with office facilities and equipment and will provide the Company with clerical, bookkeeping, recordkeeping, and other administrative services at such facilities. Stellus Capital Management also performs, or oversees the performance of, the Company’s required administrative services, which include being responsible for the financial and other records that the Company is required to maintain and preparing reports to its shareholders and reports and other materials filed with the SEC. In addition, Stellus Capital Management assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports and other materials to its shareholders, and generally oversees the payment of its expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, Stellus Capital Management also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the Company’s offer to provide such assistance.

Payments under the Administration Agreement are equal to an amount based upon the Company’s allocable portion (subject to the review of the Board) of Stellus Capital Management’s overhead in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the Company’s allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and his staff. In addition, if requested to provide significant managerial assistance to the Company’s portfolio companies, Stellus Capital Management will be paid an additional amount based on the services provided, which shall not exceed the amount that the Company receives from such portfolio companies for providing this assistance. The Administration Agreement had an initial term of two years and may be renewed with the approval of the Board. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that Stellus Capital Management outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without any incremental profit to Stellus Capital Management.

The Board, including a majority of the Independent Trustees, will review the reimbursement payments made by the Company to the Administrator to determine if the provisions of the Administration Agreement are carried out

38

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

satisfactorily and to determine, among other things, whether the reimbursement payments under the Administration Agreement are reasonable in light of the services provided. For the three months ended March 31, 2025 and 2024, the Company recorded expenses of $114,423 and $96,698, respectively, relating to the Administration Agreement. As of March 31, 2025 and December 31, 2024, $114,423 and $93,007, respectively, remained payable to Stellus Capital Management under the Administration Agreement.

Indemnifications

The Advisory Agreement provides that the Advisor and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Advisor’s and its affiliates services under the Advisory Agreement. Our obligation to provide indemnification under the Advisory Agreement, however, is limited by the 1940 Act and Investment Company Act Release No. 11330, which, among other things, prohibit us from indemnifying any trustee, officer or other individual from any liability resulting directly from the willful misconduct, bad faith, gross negligence in the performance of duties or reckless disregard of applicable obligations and duties of the trustees, officers or other individuals and require us to set forth reasonable and fair means for determining whether indemnification shall be made.

Under the Advisory Agreement, the Advisor has not assumed any responsibility to the Company other than to render the services called for under that agreement. It will not be responsible for any action of the Board in following or declining to follow the Advisor’s advice or recommendations. Under the Advisory Agreement, the Advisor, its officers, members and personnel, and any person controlling or controlled by the Advisor will not be liable to the Company, any of its subsidiaries, its trustees, its shareholders or any subsidiary’s shareholders or partners for acts or omissions performed in accordance with and pursuant to the Advisory Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Advisor owes to the Company under the Advisory Agreement.

The Company has also entered into indemnification agreements with its trustees. The indemnification agreements are intended to provide the Company’s trustees the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the trustee who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Company.

Under the Administration Agreement, the Company is required to indemnify the Administrator, its affiliates and their respective directors, officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any of them from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the the Administrator, its affiliates and their respective directors, officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any of them in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under the Administration Agreement or otherwise as administrator for the Company, with the exception of actions that resulted from criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under the Administration Agreement.

39

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

NOTE 3 — DISTRIBUTIONS

Distributions are generally declared by the Board each calendar quarter and recognized as distribution liabilities on the declaration date. The stockholder distributions, if any, will be determined by the Board. Any distribution to stockholders will be declared out of assets legally available for distribution.

For the three months ended March 31, 2025 and 2024, the Company declared aggregate distributions of $0.36 and $0.50 per share on its common stock, respectively. The Company has declared distributions of $5.03 per share on its common stock since Inception:

Date Declared	Record Date	Payment Date	Per Share(1)
Fiscal 2022			$	0.87
Fiscal 2023	Various		$	1.82
Fiscal 2024			$	1.98
Fiscal 2025
January 9, 2025	January 10, 2025	January 31, 2025	$	0.12
January 9, 2025	February 3, 2025	February 28, 2025	$	0.12
January 9, 2025	March 3, 2025	March 31, 2025	$	0.12
Total			$	5.03

(1) Distributions for the year ended 2024, 2023, and 2022 are shown in aggregate amounts.

In addition, the Company has adopted a dividend reinvestment plan (“DRIP”), pursuant to which each shareholder will receive dividends in the form of additional common shares of beneficial interest unless they notify the Plan Administrator and the Company's transfer agent and registrar in writing that they instead desire to receive cash. If a shareholder receives dividends in the form of shares, dividend proceeds that otherwise would have been distributed in cash will be retained by the Company for reinvestment. Shareholders who receive dividends and other distributions in the form of common shares of beneficial interest generally are subject to the same U.S. federal tax consequences as investors who elect to receive their distributions in cash; however, since their cash dividends will be reinvested, those investors will not receive cash with which to pay any applicable taxes on re-invested dividends. A shareholder may elect to receive dividends and other distributions in cash by notifying the Plan Administrator and the Company's transfer agent and registrar in writing so that such notice is received by the Plan Administrator no later than the record date fixed by the Board for such distribution. If such notice is not received by the record date fixed by the Board for such distribution, then that dividend will be paid in the form of common shares of beneficial interest and any subsequent dividends will be paid in cash. The Company issued 21,284 and 23,386 shares through the DRIP for the three months ended March 31, 2025 and 2024, respectively.

NOTE 4 — EQUITY OFFERINGS AND RELATED EXPENSES

As of March 31, 2025, the Company has issued a total of 10,873,321 common shares of beneficial interest in connection with draw downs of $130,000,000 from outstanding capital commitments and share purchases of $37,800,000 by investors pursuant to immediate share issuance subscription agreements and $2,672,998 from dividend reinvestments for total contributed capital of $170,472,998. As of March 31, 2025, the Company had $106,937,318 in uncalled capital commitments pursuant to draw down subscription agreements.

40

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

						Organizational			Offering
	Common Shares	Number of	Gross		Expense		Net		Price
Type of Common Shares Issuance	Issuance Date	Shares	Proceeds		Allocation(1)		Proceeds(2)		Per Share
Capital draw down	January 31, 2022	2,333,334	$	35,000,000	$	—	$	35,000,000	$	15.00
Capital draw down	May 11, 2022	1,355,013		20,000,000		—		20,000,000		14.76
Capital draw down	August 30, 2022	1,358,696		20,000,000		—		20,000,000		14.72
Dividend reinvestment	August 31, 2022	294		4,328		—		4,328		14.72
Immediate share issuance	September 27, 2022	91,403		1,345,451		4,549		1,350,000		14.72
Immediate share issuance	November 7, 2022	342,037		4,983,487		16,513		5,000,000		14.57
Dividend reinvestment	November 10, 2022	2,656		39,566		—		39,566		14.90
Dividend reinvestment	January 13, 2023	8,017		119,453		—		119,453		14.90
Capital draw down	March 29, 2023	341,529		5,000,000		—		5,000,000		14.64
Dividend reinvestment	April 5, 2023	10,629		155,616		—		155,616		14.64
Immediate share issuance	May 10, 2023	339,316		4,981,160		18,840		5,000,000		14.68
Dividend reinvestment	July 5, 2023	11,413		167,537		—		167,537		14.68
Immediate share issuance	July 31, 2023	73,161		1,095,959		4,041		1,100,000		14.98
Capital draw down	August 15, 2023	667,556		10,000,000		—		10,000,000		14.98
Dividend reinvestment	October 6, 2023	12,050		180,507		—		180,507		14.98
Immediate share issuance	December 28, 2023	155,032		2,340,989		9,011		2,350,000		15.10
Dividend reinvestment	January 5, 2024	13,315		201,062		—		201,062		15.10
Immediate share issuance	January 30, 2024	117,897		1,793,210		6,790		1,800,000		15.21
Dividend reinvestment	January 31, 2024	4,938		75,104		—		75,104		15.21
Dividend reinvestment	February 29, 2024	5,133		78,073		—		78,073		15.21
Immediate share issuance	March 1, 2024	73,683		1,120,712		4,288		1,125,000		15.21
Immediate share issuance	March 28, 2024	40,936		622,624		2,376		625,000		15.21
Dividend reinvestment	April 1, 2024	5,717		86,960		—		86,960		15.21
Immediate share issuance	April 29, 2024	414,531		6,325,743		24,257		6,350,000		15.26
Dividend reinvestment	April 30, 2024	6,198		94,576		—		94,576		15.26
Capital draw down	May 22, 2024	1,310,616		20,000,000		—		20,000,000		15.26
Immediate share issuance	May 31, 2024	214,138		3,267,729		12,271		3,280,000		15.26
Dividend reinvestment	May 31, 2024	7,930		121,011		—		121,011		15.26
Immediate share issuance	June 26, 2024	65,283		996,220		3,780		1,000,000		15.26
Dividend reinvestment	June 28, 2024	8,086		123,392		—		123,392		15.26
Immediate share issuance	July 30, 2024	104,924		1,593,789		6,211		1,600,000		15.19
Dividend reinvestment	July 31, 2024	8,014		121,739		—		121,739		15.19
Immediate share issuance	August 27, 2024	49,182		747,086		2,914		750,000		15.19
Dividend reinvestment	August 30, 2024	9,424		143,144		—		143,144		15.19
Share repurchase program	September 19, 2024	(373,094)		(5,667,305)		—		(5,667,305)		15.19
Immediate share issuance	September 24, 2024	196,726		2,988,271		11,729		3,000,000		15.19
Dividend reinvestment	September 30, 2024	9,264		140,726		—		140,726		15.19
Immediate share issuance	October 30, 2024	29,603		448,186		1,814		450,000		15.14
Dividend reinvestment	October 31, 2024	10,747		162,714		—		162,714		15.14
Immediate share issuance	November 27, 2024	33,876		512,872		2,128		515,000		15.14
Dividend reinvestment	November 29, 2024	10,956		165,869		—		165,869		15.14
Capital draw down	December 23, 2024	1,328,901		20,000,000		—		20,000,000		15.05
Immediate share issuance	December 27, 2024	27,790		418,238		1,762		420,000		15.05
Share repurchase program	December 31, 2024	(132,978)		(1,999,989)		—		(1,999,989)		15.04
Dividend reinvestment	December 31, 2024	11,223		168,791		—		168,791		15.04
Immediate share issuance	January 30, 2025	23,646		358,474		1,526		360,000		15.16
Dividend reinvestment	January 31, 2025	7,429		112,770		—		112,770		15.18
Immediate share issuance	February 28, 2025	73,889		1,120,144		4,856		1,125,000		15.16
Dividend reinvestment	February 28, 2025	6,833		103,586		—		103,586		15.16
Immediate share issuance	March 27, 2025	39,407		597,405		2,595		600,000		15.16
Dividend reinvestment	March 31, 2025	7,022		106,474		—		106,474		15.16
Total		10,873,321	$	162,663,453	$	142,251	$	162,805,704

(1) Pro rata expense of organizational and offering costs incurred by the Company in connection with the Company’s formation and offerings. The Organizational Expense Allocation represents a reduction to capital commitments to investors subsequent to the initial closing.

(2) Net Proceeds per this equity table will differ from the Consolidated Statements of Assets and Liabilities as of March 31, 2025, in the amount of $807,288, which represents a tax reclassification of stockholders’ equity in accordance with U.S. GAAP. This reclassification reduces paid-in capital and increases (decreases) distributable earnings (loss) (by increasing (decreasing) accumulated undistributed gain (deficit)).

41

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

Share Repurchase Program

The following tables summarize the total shares repurchased that were validly tendered under the Share Repurchase Program and not withdrawn prior to the expiration of the applicable tender offer as of March 31, 2025:

							Redemption
	5% of Shares Offered	Common Shares	Number of	Percentage of	Net Repurchase		Price
Type of Common Shares Issuance	for Repurchase	Redemption Date	Shares Repurchased	Shares Repurchased	Amount		Per Share
Share repurchase program	469,527	September 19, 2024	373,094	4.0%		5,667,305		15.19
Share repurchase program	469,749	December 31, 2024	132,978	1.4%		1,999,989		15.04
Total			506,072		$	7,667,294

NOTE 5 — NET INCREASE IN NET ASSETS PER COMMON SHARE OF BENEFICIAL INTEREST

The following information sets forth the computation of net increase in net assets resulting from operations per common share of beneficial interest for the three months ended March 31, 2025 and 2024:

	Three Months Ended
	March 31, 2025		March 31, 2024
Net increase in net assets resulting from operations	$	4,564,057	$	3,931,422
Weighted average common shares of beneficial interest		10,767,600		7,227,206
Net increase in net assets from operations per share	$	0.42	$	0.54

NOTE 6 — PORTFOLIO INVESTMENTS AND FAIR VALUE

In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not considered to be active or financial instruments for which significant inputs are observable, either directly or indirectly;

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management.

42

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

The Company considers whether the volume and level of activity for the asset or liability have significantly decreased and identifies transactions that are not orderly in determining fair value. Accordingly, if the Company determines that either the volume and/or level of activity for an asset or liability has significantly decreased (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair value. Valuation techniques such as an income approach might be appropriate to supplement or replace a market approach in those circumstances.

At March 31, 2025, the Company had investments in 65 portfolio companies. The composition of our investments as of March 31, 2025 is as follows:

	Cost		Fair Value
Senior Secured – First Lien(1)	$	315,883,118	$	315,168,012
Unsecured Debt		107,979		106,256
Equity		14,529,406		19,380,858
Total Investments	$	330,520,503	$	334,655,126

(1) Includes unitranche investments, which accounted for 2.7% of the Company’s portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured, as well as second lien and/or subordinated loans. The Company’s unitranche loans will expose it to certain risk associated with second lien and subordinated loans to the extent it invests in the “last-out” tranche.

At December 31, 2024, the Company had investments in 59 portfolio companies. The composition of our investments as of December 31, 2024 was as follows:

	Cost		Fair Value
Senior Secured – First Lien(1)	$	284,068,534	$	283,482,729
Unsecured Debt		96,106		90,413
Equity		13,626,629		17,158,923
Total Investments	$	297,791,269	$	300,732,065

(1) Includes unitranche investments, which accounted for 3.1% of the Company’s portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured, as well as second lien and/or subordinated loans. The Company’s unitranche loans will expose it to certain risk associated with second lien and subordinated loans to the extent it invests in the “last-out” tranche.

The Company’s investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of March 31, 2025 and December 31, 2024, the Company had 50 and 46 of such investments with aggregate unfunded commitments of $72,532,334 and $56,936,322, respectively. The Company maintains sufficient liquidity (through cash on hand, its ability to drawdown capital from investors, and/or available borrowings under the Credit Facilities) to fund such unfunded commitments should the need arise.

43

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

The aggregate gross unrealized appreciation (depreciation) and the aggregate cost and fair value of the Company’s portfolio company securities as March 31, 2025 and December 31, 2024 was as follows:

	March 31, 2025		December 31, 2024
Aggregate cost of portfolio company securities	$	330,520,503	$	297,791,269
Gross unrealized appreciation of portfolio company securities		8,218,984		6,531,245
Gross unrealized depreciation of portfolio company securities		(4,104,318)		(3,597,372)
Gross unrealized appreciation on foreign currency translation		21,343		11,656
Gross unrealized depreciation on foreign currency translation		(1,386)		(4,733)
Aggregate fair value of portfolio company securities	$	334,655,126	$	300,732,065

The fair values of our investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of March 31, 2025 are as follows:

	Quoted Prices
	in Active
	Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Securities		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Senior Secured – First Lien	$	—	$	—	$	315,168,012	$	315,168,012
Unsecured Debt		—		—		106,256		106,256
Equity		—		—		19,380,858		19,380,858
Total Investments	$	—	$	—	$	334,655,126	$	334,655,126

The fair values of our investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of December 31, 2024 are as follows:

	Quoted Prices
	in Active
	Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Securities		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Senior Secured – First Lien	$	—	$	—	$	283,482,729	$	283,482,729
Unsecured Debt		—		—		90,413		90,413
Equity		—		—		17,158,923		17,158,923
Total Investments	$	—	$	—	$	300,732,065	$	300,732,065

44

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

The changes in aggregate values of Level 3 portfolio investments during the three months ended March 31, 2025 are as follows:

	Senior Secured
	Loans-First		Unsecured				Total
	Lien		Debt		Equity		Investments
Fair value at December 31, 2024	$	283,482,729	$	90,413	$	17,158,923	$	300,732,065
Purchases of investments		35,419,101		27,731		1,332,703		36,779,535
Payment-in-kind interest		64,182		3,492		—		67,674
Sales and Redemptions		(3,898,796)		(19,351)		(429,925)		(4,348,072)
Change in unrealized depreciation on investments included in earnings		(129,302)		(118)		1,310,212		1,180,792
Change in unrealized appreciation on foreign currency translation included in earnings		—		4,089		8,945		13,034
Amortization of premium and accretion of discount, net		230,098		—		—		230,098
Fair value at March 31, 2025	$	315,168,012	$	106,256	$	19,380,858	$	334,655,126

There were no Level 3 transfers during the three months ended March 31, 2025.

The changes in aggregate values of Level 3 portfolio investments during the year ended December 31, 2024 are as follows:

	Senior Secured
	Loans-First		Unsecured				Total
	Lien		Debt		Equity		Investments
Fair value at December 31, 2023	$	197,292,058	$	17,730	$	11,264,290	$	208,574,078
Purchases of investments		115,327,846		77,120		4,400,217		119,805,183
Payment-in-kind interest		1,058,247		1,569		—		1,059,816
Sales and Redemptions		(30,024,338)		—		(241,720)		(30,266,058)
Realized gain on investment		—		—		—		—
Change in unrealized depreciation on investments included in earnings		(849,653)		(787)		1,756,674		906,234
Change in unrealized depreciation on foreign currency translation included in earnings		—		(5,219)		(20,538)		(25,757)
Amortization of premium and accretion of discount, net		678,569		—		—		678,569
Fair value at December 31, 2024	$	283,482,729	$	90,413	$	17,158,923	$	300,732,065

There were no Level 3 transfers during the year ended December 31, 2024.

45

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

The following is a summary of geographical concentration of our investment portfolio as of March 31, 2025:

					% of Total
					Investments at
	Cost		Fair Value		Fair Value
Florida	$	58,788,924	$	57,220,241	17.11	%
Texas		40,025,731		42,043,395	12.56	%
New York		32,895,535		34,114,534	10.19	%
California		27,853,711		27,993,558	8.36	%
Illinois		16,284,216		16,006,952	4.78	%
Colorado		15,888,530		15,891,015	4.75	%
Pennsylvania		13,699,367		15,004,471	4.48	%
Canada		12,223,758		12,252,401	3.66	%
United Kingdom		12,179,211		12,127,738	3.62	%
Tennessee		9,973,747		9,944,898	2.97	%
Maryland		9,600,862		9,405,102	2.81	%
Arizona		8,849,614		9,337,310	2.79	%
Ohio		8,351,957		8,893,641	2.66	%
Iowa		8,504,602		8,479,232	2.53	%
Oregon		7,317,101		7,317,101	2.19	%
Wisconsin		6,440,983		6,647,528	1.99	%
Michigan		5,930,075		6,029,161	1.80	%
Massachusetts		5,943,340		5,811,420	1.74	%
Idaho		5,232,051		5,259,697	1.57	%
Missouri		4,725,353		4,813,002	1.44	%
Louisiana		4,512,135		4,512,966	1.35	%
District of Columbia		4,171,141		4,193,066	1.25	%
Virginia		3,790,410		3,841,255	1.15	%
North Carolina		3,309,472		3,296,720	0.99	%
South Carolina		2,220,893		2,301,303	0.69	%
Georgia		1,476,806		1,475,007	0.44	%
Indiana		330,978		442,412	0.13	%
Total Investments	$	330,520,503	$	334,655,126	100.00	%

46

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

The following is a summary of geographical concentration of our investment portfolio as of December 31, 2024:

					% of Total
					Investments at
	Cost		Fair Value		Fair Value
Florida	$	57,653,478	$	55,449,024	18.44	%
Texas		39,654,155		41,816,027	13.90	%
New York		32,574,086		33,418,762	11.11	%
Illinois		16,351,628		16,234,004	5.40	%
California		14,388,867		14,576,642	4.85	%
Pennsylvania		13,383,388		14,037,912	4.67	%
Canada		12,303,300		12,339,763	4.10	%
United Kingdom		12,153,794		12,093,869	4.02	%
Tennessee		9,981,310		10,070,962	3.35	%
Colorado		9,759,942		9,834,101	3.27	%
Arizona		8,870,299		9,287,842	3.09	%
Maryland		9,297,302		9,134,501	3.04	%
Ohio		8,373,385		8,775,516	2.92	%
Wisconsin		6,453,254		6,734,750	2.24	%
Iowa		6,282,877		6,282,877	2.09	%
Massachusetts		5,954,032		5,927,889	1.97	%
Michigan		5,255,092		5,295,406	1.76	%
Idaho		5,234,830		5,264,442	1.75	%
Louisiana		4,520,330		4,590,651	1.53	%
District of Columbia		4,177,673		4,177,673	1.39	%
Missouri		4,058,101		4,101,329	1.36	%
Virginia		3,718,318		3,738,884	1.24	%
North Carolina		3,307,812		3,307,813	1.10	%
South Carolina		2,219,069		2,292,030	0.76	%
Georgia		1,533,969		1,539,843	0.51	%
Indiana		330,978		409,553	0.14	%
Total Investments	$	297,791,269	$	300,732,065	100.00	%

47

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

The following is a summary of industry concentration of our investment portfolio as of March 31, 2025:

					% of Total
					Investments at
	Cost		Fair Value		Fair Value
Services: Business	$	65,367,713	$	66,974,040	20.01	%
High Tech Industries		38,015,640		38,897,572	11.62	%
Healthcare & Pharmaceuticals		34,007,822		34,217,002	10.22	%
Capital Equipment		32,560,850		33,470,992	10.00	%
Media: Advertising, Printing & Publishing		25,391,599		24,850,139	7.43	%
Consumer Goods: Non-Durable		19,254,940		20,612,456	6.16	%
Services: Consumer		19,599,826		18,074,748	5.40	%
Chemicals, Plastics, & Rubber		18,128,707		18,034,199	5.39	%
Beverage & Food		14,469,005		14,610,898	4.37	%
Construction & Building		13,259,880		13,656,355	4.08	%
Media: Diversified & Production		12,179,211		12,127,738	3.62	%
Environmental Industries		9,304,372		9,624,110	2.88	%
Consumer Goods: Durable		8,875,672		9,044,014	2.70	%
Energy: Oil & Gas		7,792,053		8,103,590	2.42	%
Retail		6,429,386		6,413,560	1.92	%
Hotel, Gaming, & Leisure		3,822,271		3,882,157	1.16	%
Wholesale		2,061,556		2,061,556	0.62	%
Total Investments	$	330,520,503	$	334,655,126	100.00	%

48

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

The following is a summary of industry concentration of our investment portfolio as of December 31, 2024:

					% of Total
					Investments at
	Cost		Fair Value		Fair Value
Services: Business	$	50,117,721	$	51,333,196	17.06	%
High Tech Industries		37,580,707		38,418,760	12.78	%
Healthcare & Pharmaceuticals		33,078,396		33,123,393	11.01	%
Capital Equipment		26,634,637		27,544,790	9.16	%
Consumer Goods: Non-Durable		19,459,391		20,424,922	6.79	%
Media: Advertising, Printing & Publishing		19,321,733		19,051,900	6.34	%
Services: Consumer		19,416,695		17,380,571	5.78	%
Chemicals, Plastics, & Rubber		17,043,322		17,041,973	5.67	%
Beverage & Food		13,801,250		13,952,930	4.64	%
Construction & Building		13,290,426		13,638,879	4.54	%
Media: Diversified & Production		12,153,794		12,093,869	4.02	%
Environmental Industries		9,482,195		9,782,473	3.25	%
Consumer Goods: Durable		8,562,343		8,638,156	2.87	%
Energy: Oil & Gas		7,800,160		8,232,957	2.74	%
Retail		6,293,227		6,252,832	2.08	%
Hotel, Gaming, & Leisure		3,755,272		3,820,464	1.27	%
Total Investments	$	297,791,269	$	300,732,065	100.00	%

The following provides quantitative information about Level 3 fair value measurements as of March 31, 2025:

Description:	Fair Value		Valuation Technique	Unobservable Inputs	Range (Average)(1)(3)
First lien debt	$	283,954,163	Income approach(2)	HY credit spreads	-2.47% to 9.65% (-0.14%)
				Risk free rates	-0.78% to 2.05% (-0.08%)
			Market approach(2)	Market multiples	4.6x to 23.4x (11.6x)(4)
	$	31,213,849	Transaction value	Transaction price	N/A
Unsecured debt	$	106,256	Transaction value	Transaction price	N/A
Equity investments	$	17,606,667	Market approach(5)	EBITDA multiple	5.2x to 18.2x (11.1x)
	$	1,774,191	Transaction value	Transaction price	N/A
Total Long Term Level 3 Investments	$	334,655,126

(1) Weighted average based on fair value as of March 31, 2025.

(2) Income approach is based on discounting future cash flows using an appropriate market yield.

49

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

(3) The Company calculates the price of the loan by discounting future cash flows, which include forecasted future rates based on the published forward curve at the valuation date, using an appropriate yield calculated as of the valuation date. This yield is calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on: changes in comparable credit spreads, changes in risk free interest rates (per swap rates), and changes in credit quality (via an estimated shadow rating). Significant movements in any of these factors could result in a significantly lower or higher fair value measurement. As an example, the “Range (Average)” for first lien debt instruments in the table above indicates that the change in the HY spreads between the date a loan closed and the valuation date ranged from (2.47)% ( (247) basis points) to 9.65% (965 basis points). The average of all changes was (0.14)% ( (14) basis points).

(4) Median of LTM (last twelve months) EBITDA multiples of comparable companies.

(5) The primary significant unobservable input used in the fair value measurement of the Company’s equity investments is the EBITDA multiple (the “Multiple”). Significant increases (decreases) in the Multiple in isolation could result in a significantly higher (lower) fair value measurement. To determine the Multiple for the market approach, the Company considers current market trading and/or transaction multiple, portfolio company performance (financial ratios) relative to public and private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate Multiple to use in the market approach.

The following provides quantitative information about Level 3 fair value measurements as of December 31, 2024:

Description:	Fair Value		Valuation Technique	Unobservable Inputs	Range (Average)(1)(3)
First lien debt	$	247,874,246	Income approach(2)	HY credit spreads	-2.58% to 7.72% (-0.66%)
				Risk free rates	-0.41% to 2.38% (0.36%)
			Market approach(2)	Market multiples	4.6x to 23.4x (13.4x)(4)
	$	35,608,483	Transaction value	Transaction price	N/A
Unsecured debt	$	90,413	Transaction value	Transaction price	N/A
Equity investments	$	14,923,447	Market approach(5)	EBITDA multiple	5.2x to 18.3x (11.1x)
	$	2,235,476	Transaction value	Transaction price	N/A
Total Long Term Level 3 Investments	$	300,732,065

(1) Weighted average based on fair value as of December 31, 2024.

(2) Income approach is based on discounting future cash flows using an appropriate market yield.

(3) The Company calculates the price of the loan by discounting future cash flows, which include forecasted future rates based on the published forward curve at the valuation date, using an appropriate yield calculated as of the valuation date. This yield is calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on: changes in comparable credit spreads, changes in risk free interest rates (per swap rates), and changes in credit quality (via an estimated shadow rating). Significant movements in any of these factors could result in a significantly lower or higher fair value measurement. As an example, the “Range (Average)” for first lien debt instruments in the table above indicates that the change in the HY spreads between the date a loan closed and the valuation date ranged from (2.58)% ( (258) basis points) to 7.72% (772 basis points). The average of all changes was (0.66)% ( (66) basis points).

(4) Median of LTM (last twelve months) EBITDA multiples of comparable companies.

(5) The primary significant unobservable input used in the fair value measurement of the Company’s equity investments is the EBITDA multiple (the “Multiple”). Significant increases (decreases) in the Multiple in isolation

50

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

could result in a significantly higher (lower) fair value measurement. To determine the Multiple for the market approach, the Company considers current market trading and/or transaction multiple, portfolio company performance (financial ratios) relative to public and private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate Multiple to use in the market approach.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

The Company is currently not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition, or results of operations.

As of March 31, 2025, the Company had $72,532,334 in unfunded debt commitments to 50 existing portfolio companies. As of December 31, 2024, the Company had $56,936,322 in unfunded debt commitments to 46 existing portfolio companies. As of March 31, 2025, the Company had sufficient liquidity (through cash on hand, its ability to drawdown capital from investors, and/or available borrowings under the Credit Facility (as defined below)) to fund such unfunded commitments should the need arise.

51

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

NOTE 8 — FINANCIAL HIGHLIGHTS

	Three Months Ended
	March 31, 2025				March 31, 2024
	(unaudited)			(unaudited)
Per Share Data:(1)
Net asset value at beginning of period	$	15.16		$	15.21
Net investment income		0.31			0.49
Change in unrealized appreciation on investments		0.10			0.04
Benefit for taxes on net unrealized depreciation on investments		0.01			0.01
Total from operations	$	0.42		$	0.54
Stockholder distributions from:
Net investment income		(0.36)			(0.50)
Other(2)		—			0.01
Net asset value at end of period	$	15.22		$	15.26
Total return based on market value(3)		2.76	%		3.58	%
Weighted average shares outstanding		10,767,600			7,227,206
Ratio/Supplemental Data:
Net assets at end of period	$	165,477,926		$	112,247,321
Weighted average net assets	$	163,185,987		$	109,932,661
Annualized ratio of net operating expenses to weighted average net assets(4)		11.75	%		10.42	%
Annualized ratio of interest expense and other fees to weighted average net assets		7.50	%		7.70	%
Annualized ratio of net investment income to weighted average net assets(4)		8.22	%		8.59	%
Portfolio turnover(5)		1.35	%		17.69	%
Credit Facilities payable	$	171,800,000		$	105,300,000
Asset coverage ratio(6)		1.96	x		2.07	x

(1) Financial highlights are based on weighted average shares outstanding for the period.

(2) Includes the impact of different share amounts as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of the period end.

(3) Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. Total return is not annualized.

(4) Net of 1.55% and 4.37% for the three months ended March 31, 2025 and 2024, respectively, from expenses reimbursed and fees waived by the Advisor. Additionally, these ratios include the impact of income tax provision on net unrealized appreciation in Taxable Subsidiary of $61,859 and $45,885 for the three months ended March 31, 2025 and 2024, respectively, which are not reflected in total operating expenses or net investment income. The impact of the tax benefit on net unrealized appreciation to weighted average net assets for the three months ended March 31, 2025 and 2024 is 0.04% for both periods.

(5) Portfolio turnover is calculated as the lesser of purchases or sales and proceeds from sales and repayments of investments divided by average portfolio balance and is not annualized.

(6) Asset coverage ratio is equal to total assets less all liabilities and indebtedness not represented by senior securities over the aggregate amount of the senior securities.

52

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

NOTE 9 — CREDIT FACILITIES

Credit Facility

On September 30, 2022, as amended on December 9, 2022, April 26, 2023 and October 3, 2024, the Company entered into a senior secured revolving credit agreement with Zions Bancorporation, N.A., dba Amegy Bank and various other lenders (the “Credit Facility” and together with the SPV Facility, the “Credit Facilities”). The Credit Facility provides for borrowings up to a maximum of $175,000,000 on a committed basis with an accordion feature that allows the Company to increase the aggregate commitments up to $200,000,000, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.

The Credit Facility bears interest, subject to the Company’s election, on a per annum basis equal to (i) Term SOFR plus 2.50% (or 2.75% during certain periods in which the Company’s asset coverage ratio is equal to or below 1.90 to 1.00) plus a credit spread adjustment (0.10% for one-month Term SOFR and 0.15% for three-month Term SOFR), subject to a 0.25% floor, or (ii) 1.50% (or 1.75% during certain periods in which the Company’s asset coverage ratio is equal to or below 1.90 to 1.00) plus an alternate base rate, which is subject to a 3.00% floor, based on the highest of (a) the Prime Rate, (b) Federal Funds Rate plus 0.50% and (c) one-month Term SOFR plus a credit spread adjustment of 0.10% (subject to a 0.25% floor), plus 1.00%. The Company pays unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Facility. Interest is payable monthly or quarterly in arrears. The commitment to fund the revolver expires on September 30, 2026, after which the Company may no longer borrow under the Credit Facility and must begin repaying principal equal to 1/12 of the aggregate amount outstanding under the Credit Facility each month. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on September 30, 2027.

Our obligations to the lenders under the Credit Facility are secured by a first priority security interest in its portfolio of securities and cash held. The Credit Facility contains certain covenants, including but not limited to: (i) maintaining a minimum liquidity test of at least $10,000,000, including cash, liquid investments, and undrawn availability, (ii) maintaining an asset coverage ratio of at least 1.67 to 1.00, (iii) maintaining a certain minimum stockholder’s equity, and (iv) maintaining a minimum interest coverage ratio of at least 1.75 to 1.00. As of March 31, 2025 and December 31, 2024, the Company was in compliance with these covenants.

As of March 31, 2025 and December 31, 2024, there was $121,800,000 and $90,450,000, respectively, 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 ASC Topic 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. The Company has incurred costs of $1,657,321 in connection with the Credit Facility, which are being amortized over the life of the facility. As of March 31, 2025 and December 31, 2024, $878,839 and $972,372 of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on our Consolidated Statements of Assets and Liabilities as a deduction from the Credit Facilities payable.

The following is a summary of the Credit Facility, net of prepaid loan structure fees:

	March 31, 2025		December 31, 2024
Credit Facility payable	$	121,800,000	$	90,450,000
Prepaid loan structure fees		(878,839)		(972,372)
Credit Facility payable, net of prepaid loan structure fees	$	120,921,161	$	89,477,628

53

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

Interest is paid monthly in arrears. The following table summarizes the interest expense and amortized financing costs on the Credit Facility for the three months ended March 31, 2025 and 2024:

	Three Months Ended
	March 31, 2025			March 31, 2024
Interest expense	$	2,005,240		$	2,016,011
Loan structure fees amortization		93,532			94,108
Total interest and other fees	$	2,098,772		$	2,110,119
Weighted average interest rate		7.3	%		8.4	%
Effective interest rate (including fee amortization)		7.7	%		8.8	%
Average debt outstanding	$	110,728,333		$	96,871,429
Cash paid for interest and unused fees	$	1,949,590		$	2,034,464

SPV Facility

On August 1, 2024, the Company entered into a Loan Financing and Servicing Agreement (the “Loan Agreement”) for the SPV Facility by and among PBDC SPV, as borrower, the Company, as equityholder and servicer, Deutsche Bank AG, New York Branch, as facility agent, Citibank, N.A., as collateral agent and collateral custodian, Alter Domus (US) LLC, as collateral administrator, and the lenders that are party thereto from time to time. The SPV Facility provides for $50,000,000 million of initial commitments with an accordion feature that allows for an additional $50,000,000 million of total commitments from new and existing lenders on the same terms and conditions as the existing commitments. Advances under the SPV Facility bear interest at three-month Term SOFR (as defined in the Loan Agreement) plus an applicable margin of 2.50% during the revolving period ending on August 1, 2027 and three-month Term SOFR plus an applicable margin of 2.85% thereafter. The Loan Agreement provides for an unused commitment fee, from the effective date of the Loan Agreement through August 1, 2027, of 0.25% per annum on the unused commitments if PBDC SPV’s credit facility utilization is greater than or equal to 80%, and otherwise, 0.50% per annum on the unused commitments, and other customary fees. The SPV Facility will mature on August 1, 2030.

As of both March 31, 2025 and December 31, 2024, there was $50,000,000 outstanding under the SPV Facility. The carrying amount of the amount outstanding under the SPV Facility approximates its fair value. The fair value of the SPV Facility is determined in accordance with ASC Topic 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 SPV Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. The Company has incurred costs of $832,155 in connection with the SPV Facility, which are being amortized over the life of the facility. As of March 31, 2025 and 2024, $755,934 and $784,768 of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on our Consolidated Statements of Assets and Liabilities as a deduction from the Credit Facilities payable.

The following is a summary of the SPV Facility, net of prepaid loan structure fees:

	March 31, 2025		December 31, 2024
SPV Facility payable	$	50,000,000	$	50,000,000
Prepaid loan structure fees		(755,934)		(784,768)
SPV Facility payable, net of prepaid loan structure fees	$	49,244,066	$	49,215,232

54

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

Interest is paid quarterly in arrears. The following table summarizes the interest expense and amortized financing costs on the SPV Facility for the three months ended March 31, 2025:

	Three Months Ended
	March 31, 2025
Interest expense	$	851,725
Facility agent fee		31,250
Loan structure fees amortization		34,814
Total interest and other fees	$	917,789
Weighted average interest rate		6.9	%
Effective interest rate (including fee amortization)		7.4	%
Average debt outstanding	$	50,000,000
Cash paid for interest and unused fees	$	888,728

NOTE 10 — SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent events that require recognition or disclosure in these financial statements except for the following described below.

Investment Portfolio

The Company invested in the following portfolio companies subsequent to March 31, 2025:

Activity Type	Date	Company Name	Company Description	Investment Amount		Instrument Type
Add-On Investment	April 8, 2025	TriplePoint Acquisition Holdings LLC*	Provider of HVAC, plumbing, and other mechanical and industrial services	$	1,406,080	Senior Secured – First Lien
Add-On Investment	May 5, 2025	FairWave Holdings, LLC*	Specialty coffee platform	$	7,833	Equity

*Existing portfolio company

The Company realized the following portfolio company investment subsequent to March 31, 2025:

Activity Type	Date	Company Name	Company Description	Proceeds Received		Realized Gain		Instrument Type
Full Repayment	April 8, 2025	Florachem Corporation	Distiller and supplier of natural citrus, pine, and specialty inputs	$	1,230,052	$	—	Senior Secured – First Lien
				$	523,653	$	—	Delayed Draw Term Loan Commitment
				$	1,871,955	$	—	Revolver Commitment
				$	228,778	$	67,495	Equity

Credit Facilities

On May 2, 2025, we entered into an Increase Agreement (“the Increase Agreement”) to the Credit Facility. The Increase Agreement increases the total commitments under the Credit Facility from $175,000,000 to $195,000,000 on a committed basis.

As of May 14, 2025, the outstanding balance under the Credit Facility and SPV Facility was $119,750,000 and $50,000,000, respectively.

55

STELLUS PRIVATE CREDIT BDC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

Dividends Declared

On April 4, 2025, the Board declared a regular monthly dividend for each of April 2025, May 2025, and June 2025 as follows:

	Record	Payment	Amount per
Declared	Date	Date	Share
4/4/2025	4/8/2025	4/30/2025	$	0.12
4/4/2025	5/1/2025	5/30/2025	$	0.12
4/4/2025	6/2/2025	6/30/2025	$	0.12

Sale of Unregistered Securities

Since March 31, 2025, the Company sold 29,419 common shares of beneficial interest at a price of $15.23 per share for aggregate proceeds of $448,024 which included $1,976 of organizational expense allocation pursuant to subscription agreements entered into between the Company and investors.

Share Repurchases

On April 1, 2025, 22,609 common shares of beneficial interest were validly tendered and not withdrawn prior to the expiration of the tender offer. The Company purchased all common shares of beneficial interest validly tendered and not withdrawn at a price equal to $15.16 per share for an aggregate purchase price of $342,751.

56

NOTE 11 — REPORTABLE SEGMENTS

ASU 2023-07

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted FASB Accounting Standards Update 2023-07 as of March 31, 2025 andDecember 31, 2024 and has applied ASU 2023-07 retrospectively for the three months ended March 31, 2024. The adoption of ASU 2023-07 impacted the financial statement disclosures of the Company and did not impact the Company’s financial position or the results of its operations. An operating segment is defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Company operates under one operating segment and reporting unit, investment management. The CODM is the Chief Executive Officer of the Company, who is responsible for determining the Company’s investment strategy, capital allocation, expense structure, and significant transactions impacting the Company. The operating expenses as disclosed on the Company's Consolidated Statements of Operations represent the significant expense categories that are provided to the CODM. Key metrics considered by the CODM in making decisions on the allocation of invested capital include, but are not limited to, net investment income and net increase in net assets resulting from operations that is reported on the Consolidated Statements of Operations, fair value of investments as disclosed on the Consolidated Schedule of Investments, as well as distributions made to the Company’s shareholders.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or Stellus Private Credit BDC’s (“we”, “us”, “our” and the “Company”) future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to:

● our future operating results;

● our business prospects and the prospects of our portfolio companies;

● the effect of investments that we expect to make;

● our contractual arrangements and relationships with third parties;

● actual and potential conflicts of interest with Stellus Private BDC Advisor, LLC (the “Advisor”) or Stellus Capital Management, LLC (“Stellus Capital Management”);

● the dependence of our future success on the general economy and its effect on the industries in which we invest;

● the impact of interest rate volatility and rising interest rates on our business and our portfolio companies;

● the ability of our portfolio companies to achieve their objectives;

● the use of borrowed money to finance a portion of our investments;

● the adequacy of our financing sources and working capital;

57

● the timing of cash flows, if any, from the operations of our portfolio companies;

● the ability of the Advisor to locate suitable investments for us and to monitor and administer our investments;

● the ability of Stellus Capital Management and the Advisor to attract and retain highly talented professionals;

● our ability to maintain our qualification as a regulated investment company (“RIC”) and as a business development company (“BDC”); and

● the effect of future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to BDCs or RICs.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words.

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or U.S. Securities and Exchange Commission (“SEC”) rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

We were organized as a Delaware statutory trust on December 7, 2021, and formally commenced operations on February 1, 2022. Our investment objective is to maximize the total return to our shareholders in the form of current income and capital appreciation through debt and related equity investments in lower middle-market companies.

We are an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment activities are managed by, the Advisor, a Delaware limited liability company that is an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor is a majority-owned subsidiary of Stellus Capital Management, that is also an investment adviser registered with the SEC under the Advisers Act.

As a BDC, we are required to comply with certain regulatory requirements. For instance, as a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets. Qualifying assets include investments in “eligible portfolio companies (as defined in the 1940 Act).” Under the relevant SEC rules, the term “eligible portfolio company” includes any issuer that (i) is organized and with their principal of business in the United States, (ii) is not an investment company (other than SBICs (as defined below) that are wholly owned subsidiaries of a BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act, and (iii) satisfies any one of the following criteria: such company (a) has a market capitalization of less than $250 million, or does not have a class of securities listed on a national securities exchange, (b) is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the company, and, as a result thereof, the BDC has an affiliated person who is a director of the company, or (c) is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

We have elected to be treated, qualify, and intend to qualify annually, as a RIC under Subchapter M of the

58

Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. As of March 31, 2025 and December 31, 2024, we were in compliance with the RIC requirements. So long as we maintain our status as a RIC, we generally will not be subject to U.S. federal income tax on any ordinary income or capital gains that we distribute at least annually to our shareholders as dividends.

In accordance with the 1940 Act, we are required to meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and other senior securities (and any preferred stock that we may issue in the future) of at least 150%, subject to meeting certain conditions. If this ratio declines below 150%, we cannot incur additional leverage and could be required to sell a portion of our investments to repay some leverage when it is disadvantageous to do so. 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. As of March 31, 2025 and December 31, 2024, our asset coverage ratio was 196% and 216%, respectively. 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.

Economic Developments

Economic activity has continued to accelerate across sectors and regions. Nonetheless, we have observed and may continue to observe supply chain interruptions, labor resource shortages, commodity inflation, fluctuating interest rates, bank impairments and failures, economic sanctions in response to international conflicts and instances of geopolitical, economic and financial market instability in the United States and abroad. 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.

Portfolio Composition and Investment Activity

Portfolio Composition

We originate and invest primarily in privately-held lower middle-market companies (typically those with $5.0 million to $50.0 million of earnings before interest, taxes, depreciation, and amortization (the “EBITDA”) through first lien (including unitranche), second lien, and unsecured debt financing, often times with a corresponding equity investment.

As of March 31, 2025, we had $334.7 million (at fair value) invested in 65 portfolio companies. As of March 31, 2025, our portfolio included approximately 94% of first lien debt 6% of equity, and less than 1% in unsecured debt investments at fair value. The composition of our investments at cost and fair value as of March 31, 2025 was as follows:

	Cost		Fair Value
Senior Secured – First Lien(1)	$	315,883,118	$	315,168,012
Unsecured Debt		107,979		106,256
Equity		14,529,406		19,380,858
Total Investments	$	330,520,503	$	334,655,126

(1) Includes unitranche investments, which accounted for 2.7% of the Company’s portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured, as well as second lien and/or subordinated loans. The Company’s unitranche loans will expose it to certain risk associated with second lien and subordinated loans to the extent it invests in the “last-out” tranche.

59

As of December 31, 2024, we had $300.7 million (at fair value) invested in 59 portfolio companies. As of December 31, 2024, our portfolio included approximately 94% of first lien debt and 6% of equity investments at fair value. The composition of our investments at cost and fair value as of December 31, 2024 was as follows:

	Cost		Fair Value
Senior Secured – First Lien(1)	$	284,068,534	$	283,482,729
Unsecured Debt		96,106		90,413
Equity		13,626,629		17,158,923
Total Investments	$	297,791,269	$	300,732,065

(1) Includes unitranche investments, which accounted for 3.1% of the Company’s portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured, as well as second lien and/or subordinated loans. The Company’s unitranche loans will expose it to certain risk associated with second lien and subordinated loans to the extent it invests in the “last-out” tranche.

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 March 31, 2025 and December 31, 2024, we had unfunded commitments of $72.5 million and $56.9 million, respectively, to provide debt financing to 50 and 46 portfolio companies, respectively. As of March 31, 2025, we had sufficient liquidity (through cash on hand, its ability to drawdown capital from investors, and/or available borrowings under the Credit Facility (as defined below)) to fund such unfunded commitments should the need arise.

60

The following is a summary of geographical concentration of our investment portfolio as of March 31, 2025:

					% of Total
	Cost		Fair Value		Investments
Florida	$	58,788,924	$	57,220,241	17.11	%
Texas		40,025,731		42,043,395	12.56	%
New York		32,895,535		34,114,534	10.19	%
California		27,853,711		27,993,558	8.36	%
Illinois		16,284,216		16,006,952	4.78	%
Colorado		15,888,530		15,891,015	4.75	%
Pennsylvania		13,699,367		15,004,471	4.48	%
Canada		12,223,758		12,252,401	3.66	%
United Kingdom		12,179,211		12,127,738	3.62	%
Tennessee		9,973,747		9,944,898	2.97	%
Maryland		9,600,862		9,405,102	2.81	%
Arizona		8,849,614		9,337,310	2.79	%
Ohio		8,351,957		8,893,641	2.66	%
Iowa		8,504,602		8,479,232	2.53	%
Oregon		7,317,101		7,317,101	2.19	%
Wisconsin		6,440,983		6,647,528	1.99	%
Michigan		5,930,075		6,029,161	1.80	%
Massachusetts		5,943,340		5,811,420	1.74	%
Idaho		5,232,051		5,259,697	1.57	%
Missouri		4,725,353		4,813,002	1.44	%
Louisiana		4,512,135		4,512,966	1.35	%
District of Columbia		4,171,141		4,193,066	1.25	%
Virginia		3,790,410		3,841,255	1.15	%
North Carolina		3,309,472		3,296,720	0.99	%
South Carolina		2,220,893		2,301,303	0.69	%
Georgia		1,476,806		1,475,007	0.44	%
Indiana		330,978		442,412	0.13	%
	$	330,520,503	$	334,655,126	100.00	%

61

The following is a summary of geographical concentration of our investment portfolio as of December 31, 2024:

					% of Total
	Cost		Fair Value		Investments
Florida	$	57,653,478	$	55,449,024	18.44	%
Texas		39,654,155		41,816,027	13.90	%
New York		32,574,086		33,418,762	11.11	%
Illinois		16,351,628		16,234,004	5.40	%
California		14,388,867		14,576,642	4.85	%
Pennsylvania		13,383,388		14,037,912	4.67	%
Canada		12,303,300		12,339,763	4.10	%
United Kingdom		12,153,794		12,093,869	4.02	%
Tennessee		9,981,310		10,070,962	3.35	%
Colorado		9,759,942		9,834,101	3.27	%
Arizona		8,870,299		9,287,842	3.09	%
Maryland		9,297,302		9,134,501	3.04	%
Ohio		8,373,385		8,775,516	2.92	%
Wisconsin		6,453,254		6,734,750	2.24	%
Iowa		6,282,877		6,282,877	2.09	%
Massachusetts		5,954,032		5,927,889	1.97	%
Michigan		5,255,092		5,295,406	1.76	%
Idaho		5,234,830		5,264,442	1.75	%
Louisiana		4,520,330		4,590,651	1.53	%
District of Columbia		4,177,673		4,177,673	1.39	%
Missouri		4,058,101		4,101,329	1.36	%
Virginia		3,718,318		3,738,884	1.24	%
North Carolina		3,307,812		3,307,813	1.10	%
South Carolina		2,219,069		2,292,030	0.76	%
Georgia		1,533,969		1,539,843	0.51	%
Indiana		330,978		409,553	0.14	%
	$	297,791,269	$	300,732,065	100.00	%

62

The following is a summary of industry concentration of our investment portfolio as of March 31, 2025:

					% of Total
	Cost		Fair Value		Investments
Services: Business	$	65,367,713	$	66,974,040	20.01	%
High Tech Industries		38,015,640		38,897,572	11.62	%
Healthcare & Pharmaceuticals		34,007,822		34,217,002	10.22	%
Capital Equipment		32,560,850		33,470,992	10.00	%
Media: Advertising, Printing & Publishing		25,391,599		24,850,139	7.43	%
Consumer Goods: Non-Durable		19,254,940		20,612,456	6.16	%
Services: Consumer		19,599,826		18,074,748	5.40	%
Chemicals, Plastics, & Rubber		18,128,707		18,034,199	5.39	%
Beverage & Food		14,469,005		14,610,898	4.37	%
Construction & Building		13,259,880		13,656,355	4.08	%
Media: Diversified & Production		12,179,211		12,127,738	3.62	%
Environmental Industries		9,304,372		9,624,110	2.88	%
Consumer Goods: Durable		8,875,672		9,044,014	2.70	%
Energy: Oil & Gas		7,792,053		8,103,590	2.42	%
Retail		6,429,386		6,413,560	1.92	%
Hotel, Gaming, & Leisure		3,822,271		3,882,157	1.16	%
Wholesale		2,061,556		2,061,556	0.62	%
	$	330,520,503	$	334,655,126	100.00	%

The following is a summary of industry concentration of our investment portfolio as of December 31, 2024:

					% of Total
	Cost		Fair Value		Investments
Services: Business	$	50,117,721	$	51,333,196	17.06	%
High Tech Industries		37,580,707		38,418,760	12.78	%
Healthcare & Pharmaceuticals		33,078,396		33,123,393	11.01	%
Capital Equipment		26,634,637		27,544,790	9.16	%
Consumer Goods: Non-Durable		19,459,391		20,424,922	6.79	%
Media: Advertising, Printing & Publishing		19,321,733		19,051,900	6.34	%
Services: Consumer		19,416,695		17,380,571	5.78	%
Chemicals, Plastics, & Rubber		17,043,322		17,041,973	5.67	%
Beverage & Food		13,801,250		13,952,930	4.64	%
Construction & Building		13,290,426		13,638,879	4.54	%
Media: Diversified & Production		12,153,794		12,093,869	4.02	%
Environmental Industries		9,482,195		9,782,473	3.25	%
Consumer Goods: Durable		8,562,343		8,638,156	2.87	%
Energy: Oil & Gas		7,800,160		8,232,957	2.74	%
Retail		6,293,227		6,252,832	2.08	%
Hotel, Gaming, & Leisure		3,755,272		3,820,464	1.27	%
	$	297,791,269	$	300,732,065	100.00	%

At March 31, 2025, our average portfolio company investment at amortized cost and fair value was approximately $5.1 million and $5.1 million, respectively, and our largest portfolio company investment at amortized cost and fair value was $12.2 million and $12.1 million, respectively. At December 31, 2024, our average portfolio company investment at amortized cost and fair value was approximately $5.0 million and $5.1 million, respectively, and our largest portfolio company investment at amortized cost and fair value was $12.2 million and $12.1 million, respectively.

At March 31, 2025, 96% of our debt investments bore interest based on floating rates (subject to interest rate floors) and 4% bore interest at fixed rates. At December 31, 2024, 97% of our debt investments bore interest based on floating rates (subject to interest rate floors) and 3% bore interest at fixed rates.

63

The weighted average yield on all of our debt investments as of March 31, 2025 and December 31, 2024 was approximately 10.6% and 10.8%, respectively. The weighted average yield on all of our investments, including non-income producing equity positions, as of March 31, 2025 and December 31, 2024 was approximately 10.2% and 10.3%, 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 investments is not the same as a return on investment for our shareholder, but rather relates to a portion of our investment portfolio and is calculated before the payment of our subsidiary’s fees and expenses.

As of March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $2.5 million and $2.1 million, respectively.

Investment Activity

During the three months ended March 31, 2025, we made an aggregate of $36.8 million of investments in six new portfolio companies and five existing portfolio companies. During the three months ended March 31, 2025, we received an aggregate of $4.3 million in proceeds from repayments of our investments.

During the three months ended March 31, 2024, we made an aggregate of $16.5 million of investments in three new portfolio companies and three existing portfolio companies. During the three months ended March 31, 2024, we received an aggregate of $9.4 million in proceeds from repayments of our investments.

Our level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and equity capital to lower middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

Asset Quality

In addition to various risk management and monitoring tools, the Advisor uses an investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in our portfolio. This investment rating system uses a five-level numeric scale. The following is a description of the conditions associated with each investment category:

● Investment Category 1 is used for investments that are performing above expectations, and whose risks remain favorable compared to the expected risk at the time of the original investment.

● Investment Category 2 is used for investments that are performing within expectations and whose risks remain neutral compared to the expected risk at the time of the original investment. All new loans are initially rated 2.

● Investment Category 3 is used for investments that are performing below expectations and that require closer monitoring, but where no loss of return or principal is expected. Portfolio companies with a rating of 3 may be out of compliance with financial covenants.

● Investment Category 4 is used for investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are often in work out. Investments with a rating of 4 are those for which some loss of return but no loss of principal is expected.

● Investment Category 5 is used for investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are almost always in work out. Investments with a rating of 5 are those for which some loss of return and principal is expected.

64

	As of March 31, 2025					As of December 31, 2024
	(dollars in millions)					(dollars in millions)
					Number of					Number of
			% of Total		Portfolio			% of Total		Portfolio
Investment Category	Fair Value		Portfolio		Companies	Fair Value		Portfolio		Companies
1	$	54.7	17	%	11	$	46.8	16	%	10
2		255.1	76	%	49		229.9	76	%	44
3		20.8	6	%	4		20.6	7	%	4
4		4.1	1	%	1		3.4	1	%	1
Total	$	334.7	100	%	65	$	300.7	100	%	59

Loans and Debt Securities on Non-Accrual Status

We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As March 31, 2025, we had loans to one portfolio company that was on non-accrual status, which represented approximately 1.7% of our loan portfolio at cost and 1.3% at fair value. As of December 31, 2024, we had loans to one portfolio company that was on non-accrual status, which represented approximately 1.8% of our loan portfolio at cost and 1.2% at fair value. As of March 31, 2025 and December 31, 2024, $0.7 million and $0.1 million of income from investments on non-accrual had not been accrued, respectively.

Results of Operations

An important measure of our financial performance is net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gain (loss) and net unrealized appreciation (depreciation). Net investment income (loss) is the difference between our income from interest, dividends, fees and other investment income and our operating expenses including interest on borrowed funds. Net realized gain (loss) on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost. Net unrealized appreciation (depreciation) on investments is the net change in the fair value of our investment portfolio.

Comparison of the three months ended March 31, 2025 and 2024

Revenues

We generate revenue in the form of interest income on debt investments and capital gains and distributions, if any, on investment securities that we may acquire in portfolio companies. Our debt investments typically have a term of five to seven years and bear interest at a floating rate. Interest on our debt securities is generally payable quarterly. Payments of principal on our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments may pay interest in-kind (“PIK”) interest. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. The level of interest income we receive is directly related to the balance of interest-bearing investments multiplied by the weighted average yield of our investments. We expect that the total dollar amount of interest and any dividend income that we earn will increase as the size of our investment portfolio increases. In addition, we may generate revenue in the form of prepayment fees, commitment, loan origination, structuring or due diligence fees, fees for providing significant managerial assistance and consulting fees.

65

The following shows the breakdown of investment income for the three months ended March 31, 2025 and 2024 (in millions).

	Three Months Ended
	March 31, 2025		March 31, 2024
Interest income(1)	$	7.8	$	6.1
PIK interest		0.1		0.1
Miscellaneous fees(1)		0.2		0.2
Total	$	8.1	$	6.4

(1)For the three months ended March 31, 2025 and 2024, we recognized $0.0 million and $0.1 million, respectively, of non-recurring income related to early repayments to specific loan positions.

The increase in interest income from the respective periods was due primarily to growth in the overall investment portfolio.

Expenses

Our primary operating expenses include the payment of fees to the Advisor under the investment advisory agreement, our allocable portion of overhead expenses under the administration agreement with Stellus Capital Management and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, which may include:

● organization and offering costs;

● valuing our assets and calculating our net asset value (including the cost and expenses of any independent valuation firm);

● fees and expenses incurred or reimbursed by Stellus Capital Management and the Advisor, or payable to third parties, including agents, consultants, or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating, and making investments;

● interest payable on debt, if any, incurred to finance our investments and expenses related to unsuccessful portfolio acquisition efforts;

● offerings of our common shares of beneficial interest and other securities;

● base management and incentive fees;

● administration fees and expenses, if any, payable under the administration agreement (including our allocable portion of the Advisor’s overhead in performing its obligations under the administration agreement, including rent and the allocable portion of the cost of our chief compliance officer, and chief financial officer and their respective staffs;

● transfer agent and custodial fees and expenses;

● U.S. federal and state registration fees;

● all costs of registration;

● U.S. federal, state, and local taxes;

66

● Independent Trustees’ fees and expenses;

● costs of preparing and filing reports or other documents required by the SEC or other regulators;

● costs of any reports, proxy statements or other notices to shareholders, including printing costs;

● costs and fees associated with any fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums;

● direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, and outside legal costs; and

● all other non-investment advisory expenses incurred by us, the Advisor or Stellus Capital Management in connection with administering our business.

The following shows the breakdown of operating expenses for the three months ended March 31, 2025 and 2024 (in millions).

	Three Months Ended
	March 31, 2025		March 31, 2024
Operating Expenses
Management fees	$	1.0	$	0.8
Income incentive fees		0.6		0.6
Capital gains incentive fee		0.2		0.1
Professional fees		0.2		0.3
Amortization of deferred offering costs		0.1		—
Administrative services expenses		0.1		0.1
Interest expense and other fees		3.0		2.1
Other general and administrative expenses		0.1		0.1
Expenses reimbursed/fees waived by Investment Advisor (Note 2)		(0.6)		(1.2)
Net Operating Expenses	$	4.7	$	2.9

The increase in operating expenses for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was due to (1) higher interest expense as a result of higher outstanding balances on our Credit Facility and (2) higher management fees due to growth in the overall investment portfolio and the expiration of the base management fee waiver (See Note 2 for further details).

Net Investment Income

For the three months ended March 31, 2025, net investment income was $3.3 million, or $0.31 per common share of beneficial interest (based on 10,767,600 weighted-average common shares of beneficial interest outstanding for the three months ended March 31, 2025).

For the three months ended March 31, 2024, net investment income was $3.6 million, or $0.49 per common share of beneficial interest (based on 7,227,206 weighted-average common shares of beneficial interest outstanding for the three months ended March 31, 2024).

The increase in net investment income over the respective periods was due to higher investment income as a result of a larger investment portfolio and rising interest rates, offset by the increase in expenses as explained in the “Expenses” section above.

67

Net Realized Gains and Losses

We measure realized gains or losses by the difference between the net proceeds from the repayment, sale or other disposition and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized. There were no realized gains on investments for each of the three months ended March 31, 2025 and 2024. For each of the three months ended March 31, 2025 and 2024, the Company realized less than $0.1 million of net realized gains related to foreign currency translations.

Proceeds from repayments of investments and amortization of certain other investments for the three months ended March 31, 2025 and 2024 totaled $4.3 million and $9.4 million, respectively.

Net Change in Unrealized Appreciation (Depreciation) of Investments

Net change in unrealized appreciation (depreciation) 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.

Net change in unrealized appreciation on investments and cash equivalents for the three months ended March 31, 2025 and 2024 totaled $1.2 million and $0.3 million, respectively.

(Provision) Benefit for Taxes on Unrealized (Appreciation) Depreciation on Investments

PBDC Consolidated Blocker, LLC (the “Taxable Subsidiary”) permits 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 Subsidiary is not consolidated with us for U.S. federal income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in our consolidated financial statements. For the three months ended March 31, 2025 and 2024, we recognized a benefit for income tax on unrealized investments of $0.1 million and less than $0.1 million for the Taxable Subsidiary, respectively. As of March 31, 2025 and December 31, 2024, there was $0.2 million and $0.3 million of deferred tax liabilities on the Consolidated Statements of Assets and Liabilities, respectively.

Net Increase in Net Assets Resulting from Operations

For the three months ended March 31, 2025, net increase in net assets resulting from operations totaled $4.6 million, or $0.42 per common share of beneficial interest (based on 10,767,600 weighted-average common shares of beneficial interest outstanding for the three months ended March 31, 2025).

For the three months ended March 31, 2024, net increase in net assets resulting from operations totaled $3.9 million, or $0.54 per common share of beneficial interest (based on 7,227,206 weighted-average common shares of beneficial interest outstanding for the three months ended March 31, 2024).

Financial Condition, Liquidity, and Capital Resources

Cash Flows from Operating and Financing Activities

Our operating activities used net cash of $29.5 million and $4.3 million for the three months ended March 31, 2025 and 2024, respectively, primarily in connection with the purchase of new portfolio investments, partially offset by repayments of investments. Our financing activities for the three months ended March 31, 2025 provided cash of $29.8 million primarily from net borrowings on our Credit Facilities. Our financing activities for the three months ended March 31, 2024 provided cash of $4.0 million from net borrowings on our Credit Facility (as defined below) and the issuance of common shares of beneficial interest.

68

Liquidity and Capital Resources

Our liquidity and capital resources are derived from net proceeds of any share offering, pursuant to capital calls from investors with capital commitments to us, the Credit Facility, and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and other operating expenses we incur, as well as the payment of dividends to the holders of our common shares of beneficial interest. We used, and expect to continue to use, these capital resources as well as proceeds from turnover within our portfolio and from public and private offerings of securities to finance our investment activities.

In addition, we intend to distribute between 90% and 100% of our taxable income to our shareholders in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. Consequently, we may not have the funds or the ability 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.

Also, as a BDC, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, over the aggregate amount of the senior securities, which include all of our borrowings and any outstanding preferred stock, of at least 150%, subject to meeting certain conditions. This requirement limits the amount that we may borrow. We were in compliance with the asset coverage ratios at all times. As of March 31, 2025 and December 31, 2024, our asset coverage ratio was 196% and 216%, 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 common shares of beneficial interest 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 March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $2.5 million and $2.1 million, respectively.

Credit Facilities

Credit Facility

On September 30, 2022, as amended on December 9, 2022, April 26, 2023 and October 3, 2024, the Company entered into a senior secured revolving credit agreement with Zions Bancorporation, N.A., dba Amegy Bank and various other lenders (the “Credit Facility” and together with the SPV Facility (defined below), the “Credit Facilities”). The Credit Facility provides for borrowings up to a maximum of $175.0 million on a committed basis with an accordion feature that allows the Company to increase the aggregate commitments up to $200.0 million, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.

The Credit Facility bears interest, subject to the Company’s election, on a per annum basis equal to (i) Term SOFR plus 2.50% (or 2.75% during certain periods in which the Company’s asset coverage ratio is equal to or below 1.90 to 1.00) plus a credit spread adjustment (0.10% for one-month Term SOFR and 0.15% for three-month Term SOFR), subject to a 0.25% floor, or (ii) 1.50% (or 1.75% during certain periods in which the Company’s asset coverage ratio is equal to or below 1.90 to 1.00) plus an alternate base rate, which is subject to a 3.00% floor, based on the highest of (a) the Prime Rate, (b) Federal Funds Rate plus 0.50% and (c) one-month Term SOFR plus a credit spread adjustment of 0.10% (subject to a 0.25% floor), plus 1.00%. The Company pays unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Facility. Interest is payable monthly or quarterly in arrears. The commitment to fund the revolver expires on September 30, 2026, after which the Company may no longer borrow under the Credit Facility and must begin repaying principal equal to 1/12 of the aggregate amount outstanding under the Credit Facility each month. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on September 30, 2027.

Our obligations to the lenders under the Credit Facility are secured by a first priority security interest in its portfolio of securities and cash held. The Credit Facility contains certain covenants, including but not limited to: (i) maintaining a

69

minimum liquidity test of at least $10.0 million, including cash, liquid investments, and undrawn availability, (ii) maintaining an asset coverage ratio of at least 1.67 to 1.00, (iii) maintaining a certain minimum stockholder’s equity, and (iv) maintaining a minimum interest coverage ratio of at least 1.75 to 1.00. As of March 31, 2025 and December 31, 2024, we were in compliance with these covenants.

As of March 31, 2025 and December 31, 2024, there were $121.8 million and $90.5 million outstanding borrowings 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 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 have incurred costs of $1.7 million in connection with the current Credit Facility, which are being amortized over the life of the facility. As of March 31, 2025 and December 31, 2024, $0.9 million and $1.0 million of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on our Consolidated Statements of Assets and Liabilities as a deduction from Credit Facilities payable.

	March 31, 2025		December 31, 2024
Credit Facility payable	$	121.8	$	90.5
Prepaid loan structure fees		(0.9)		(1.0)
Credit Facility payable, net of prepaid loan structure fees	$	120.9	$	89.5

Interest is paid monthly in arrears. The following table summarizes the interest expense and amortized financing costs on the Credit Facility for the three months ended March 31, 2025 and 2024 (dollars in millions):

	Three Months Ended
	March 31, 2025			March 31, 2024
Interest expense	$	2.0		$	2.0
Loan structure fees amortization		0.1			0.1
Total interest and other fees	$	2.1		$	2.1
Weighted average interest rate		7.3	%		8.4	%
Effective interest rate (including fee amortization)		7.7	%		8.8	%
Average debt outstanding	$	110.7		$	96.9
Cash paid for interest and unused fees	$	1.9		$	2.0

SPV Facility

On August 1, 2024, the Company entered into a Loan Financing and Servicing Agreement (the “Loan Agreement”) for a special purpose vehicle financing credit facility (the “SPV Facility”) by and among Stellus Private Credit BDC SPV LLC (“PBDC SPV”), as borrower, the Company, as equityholder and servicer, Deutsche Bank AG, New York Branch, as facility agent, Citibank, N.A., as collateral agent and collateral custodian, Alter Domus (US) LLC, as collateral administrator, and the lenders that are party thereto from time to time. The SPV Facility provides for $50.0 million of initial commitments with an accordion feature that allows for an additional $50.0 million of total commitments from new and existing lenders on the same terms and conditions as the existing commitments. Advances under the SPV Facility bear interest at three-month Term SOFR (as defined in the Loan Agreement) plus an applicable margin of 2.50% during the revolving period ending on August 1, 2027 and three-month Term SOFR plus an applicable margin of 2.85% thereafter. The Loan Agreement provides for an unused commitment fee, from the effective date of the Loan Agreement through August 1, 2027, of 0.25% per annum on the unused commitments if PBDC SPV’s credit facility utilization is greater than or equal to 80%, and otherwise, 0.50% per annum on the unused commitments, and other customary fees. The SPV Facility will mature on August 1, 2030.

As of March 31, 2025, there was $50.0 million outstanding under the SPV Facility. The carrying amount of the amount outstanding under the SPV Facility approximates its fair value. The fair value of the SPV Facility is determined in accordance with ASC Topic 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.

70

The fair value of the SPV Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. The Company has incurred costs of $0.8 million in connection with the SPV Facility, which are being amortized over the life of the facility. As of March 31, 2025 and December 31, 2024, $0.7 million and $0.8 million of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on our Consolidated Statements of Assets and Liabilities as a deduction from Credit Facilities payable.

The following is a summary of the SPV Facility, net of prepaid loan structure fees:

	March 31, 2025		December 31, 2024
SPV Facility payable	$	50.0	$	50.0
Prepaid loan structure fees		(0.7)		(0.8)
SPV Facility payable, net of prepaid loan structure fees	$	49.3	$	49.2

Interest is paid quarterly in arrears. The following table summarizes the interest expense and amortized financing costs on the SPV Facility for the three months ended March 31, 2025:

	Three Months Ended
	March 31, 2025
Interest expense	$	0.9
Total interest and other fees	$	0.9
Weighted average interest rate		6.9	%
Effective interest rate (including fee amortization)		7.4	%
Average debt outstanding	$	50.0
Cash paid for interest and unused fees	$	0.9

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of March 31, 2025 and December 31, 2024, our off-balance sheet arrangements consisted of $72.5 million and $56.9 million, respectively, of unfunded commitments to provide debt and equity financings to 50 and 46 of our portfolio companies, respectively. As of March 31, 2025, we had sufficient liquidity to fund such unfunded commitments (through cash on hand, its ability to drawdown capital from investors, and/or available borrowings under the Credit Facilities) should the need arise.

Regulated Investment Company Status and Dividends

We have elected to be treated and intend to qualify annually as a RIC under Subchapter M of the Code. So long as we continue to qualify as a RIC, we will not be subject to U.S. federal income tax on our investment company taxable income and realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to shareholders as dividends on a timely basis.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Distributions declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.

To qualify for RIC tax treatment, we generally must, among other things, distribute, with respect to each taxable year, at least 90% of our investment company taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). If we qualify as a RIC, we must also satisfy certain distribution requirements each calendar year in order to avoid a federal excise tax on our undistributed earnings of a RIC. As of December 31, 2024, the Company estimates that it has $0.6 million of undistributed taxable income that was carried forward toward distributions to be paid in 2025. The Company intends to distribute any

71

undistributed ordinary income as of December 31, 2024 within the required period of time such that the Company will not have to pay corporate-level U.S. federal income tax related to the year ended December 31, 2024.

We intend to distribute to our shareholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). However, the covenants contained in the Credit Facilities may prohibit us from making distributions to our shareholders, and, as a result, could hinder our ability to satisfy the distribution requirement. In addition, we may retain for investment some or all of our net taxable capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our shareholders. If we do this, our shareholders will be treated as if they received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our Common Shares. Our shareholders also may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal taxable year fall below the total amount of our dividends for that fiscal year, a portion of those dividend distributions may be deemed a return of capital to our shareholders.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a business development company under the 1940 Act and due to provisions in Credit Facilities. We cannot assure shareholders that they will receive any distributions or distributions at a particular level.

In accordance with certain applicable U.S. Treasury regulations and private letter rulings issued by the Internal Revenue Service (the “IRS”), a publicly offered RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each shareholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all shareholders must be at least 20% of the aggregate declared distribution. If too many shareholders elect to receive cash, each shareholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any shareholder electing to receive cash, receive less than 20% of his or her entire distribution in cash.

If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these U.S. Treasury regulations or private letter rulings. However, we continue to monitor our liquidity position and the overall economy and will continue to assess whether it would be in our and our shareholders’ best interest to take advantage of the IRS rulings.

Recent Accounting Pronouncements

See Note 1 to the consolidated financial statements contained herein for a description of recent accounting pronouncements, if any, including the expected dates of adoption and the anticipated impact on the financial statements.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

We consider the most significant accounting policies related to estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses to be those related to Investment Valuation.

72

Subsequent Events

The Company’s management has evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent events that require recognition or disclosure in these financial statements except for the following described below.

Investment Portfolio

The Company invested in the following portfolio companies subsequent to March 31, 2025:

Activity Type	Date	Company Name	Company Description	Investment Amount		Instrument Type
Add-On Investment	April 8, 2025	TriplePoint Acquisition Holdings LLC*	Provider of HVAC, plumbing, and other mechanical and industrial services	$	1,406,080	Senior Secured – First Lien
Add-On Investment	May 5, 2025	FairWave Holdings, LLC*	Specialty coffee platform	$	7,833	Equity

*Existing portfolio company

The Company realized the following portfolio company investment subsequent to March 31, 2025:

Activity Type	Date	Company Name	Company Description	Proceeds Received		Realized Gain		Instrument Type
Full Repayment	April 8, 2025	Florachem Corporation	Distiller and supplier of natural citrus, pine, and specialty inputs	$	1,230,052	$	—	Senior Secured – First Lien
				$	523,653	$	—	Delayed Draw Term Loan Commitment
				$	1,871,955	$	—	Revolver Commitment
				$	228,778	$	67,495	Equity

Credit Facilities

On May 2, 2025, we entered into an Increase Agreement (“the Increase Agreement”) to the Credit Facility. The Increase Agreement increases the total commitments under the Credit Facility from $175.0 million to $195.0 million on a committed basis.

As of May 14, 2025, the outstanding balance under the Credit Facility and SPV Facility was $119.8 million and $50.0 million, respectively.

Dividends Declared

On April 4, 2025, the Board declared a regular monthly dividend for each of April 2025, May 2025, and June 2025 as follows:

	Record	Payment	Amount per
Declared	Date	Date	Share
4/4/2025	4/8/2025	4/30/2025	$	0.12
4/4/2025	5/1/2025	5/30/2025	$	0.12
4/4/2025	6/2/2025	6/30/2025	$	0.12

Sale of Unregistered Securities

Since March 31, 2025, the Company sold 29,419 common shares of beneficial interest at a price of $15.23 per share for aggregate proceeds of $0.4 million which included less than $0.1 millionof organizational expense allocation pursuant to subscription agreements entered into between the Company and investors.

Share Repurchases

On April 1, 2025, 22,609 common shares of beneficial interest were validly tendered and not withdrawn prior to the expiration date of the tender offer. The Company purchased all ommon shares of beneficial interest validly tendered and not withdrawn at a price equal to $15.16 per share for an aggregate purchase price of approximately $0.3 million.

73

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. In connection with the COVID-19 pandemic, the U.S. Federal Reserve (the “Federal Reserve”) and other central banks had reduced certain interest rates. However, in March 2022, the Federal Reserve raised interest rates for the first time since December 2018, and subsequently raised interest rates several times, most recently in May 2023, bringing the target for the federal funds rate to 5.25% - 5.50%, the highest since January 2001. After multiple rate increases since March 2022, the Federal Reserve has begun easing policy, most recently lowering the federal funds rate to a target range of 4.25% - 4.50% in December 2024. As of March 31, 2025 and December 31, 2024, 96% and 97% of the loans in our portfolio bore interest at floating rates, respectively. These floating rate loans typically bear interest in reference to SOFR, which is indexed to 30-day or 90-day SOFR rate, subject to interest rate floors. As of both March 31, 2025 and December 31, 2024, the weighted average interest rate floor on our floating rate loans was 1.43%.

Assuming that the Statements of Assets and Liabilities as of March 31, 2025 was to remain constant and no actions were taken to alter the existing interest rate sensitivity, the following table shows the annual impact on net income of changes in interest rates:

($ in millions)
Change in Basis Points(2)	Interest Income		Interest Expense(3)		Net Interest Income(1)
Up 200 basis points	$	6.1	$	(3.4)	$	2.7
Up 150 basis points		4.6		(2.6)		2.0
Up 100 basis points		3.0		(1.7)		1.3
Up 50 basis points		1.5		(0.9)		0.6
Down 50 basis points		(1.5)		0.9		(0.6)
Down 100 basis points		(3.0)		1.7		(1.3)
Down 150 basis points		(4.6)		2.6		(2.0)
Down 200 basis points		(6.1)		3.4		(2.7)

(1) Excludes the impact of incentive fees based on pre-incentive fee net investment income. See Note 2 for more information on the incentive fee.

(2) As of March 31, 2025, the three month three month SOFR rate was 429 basis points. This table assumes floating rates would not fall below zero.

(3) Includes the impact of 25 basis points SOFR floor pursuant to the Credit Facility agreement.

Although we believe that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size, and composition of the assets on the balance sheet and other business or economic developments that could affect net increase in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options, and forward contacts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments. For the three months ended March 31, 2025 and 2024, we did not engage in hedging activities.

74

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company’s management, under the supervision and with the participation of various members of management, including its Chief Executive Officer and its Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report.

(b) Changes in Internal Control Over Financial Reporting

The Company’s management did not identify any change in the Company’s internal control over financial reporting that occurred during the period ended March 31, 2025 that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting.

75

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Neither we nor the Advisor are currently subject to any material pending legal proceedings. To our knowledge, there is no material legal proceeding threatened against us or the Advisor. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

You should carefully consider all information contained in this quarterly report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to purchase our securities. There have been no material changes known to us during the period ended March 31, 2025 to the risk factors discussed in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 6, 2025. The risks and uncertainties described in our annual report on Form 10-K are not the only ones we may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the risks listed in our annual report on Form 10-K actually occur, our business, financial condition or results of operations could be materially adversely affected.

Our investments in the capital equipment industry are subject to unique risks relating to technological developments, regulatory changes and changes in customer preferences.

As of March 31, 2025, our investment in portfolio companies operating in this sector represents 10.00% of our total portfolio. There are risks in investing in companies that operate in this market, including the negative impact of regulation, changing technology, a competitive marketplace and difficulty in obtaining financing. Any of these factors could materially and adversely affect the operations of a portfolio company in this industry and, in turn, impair our ability to timely collect principal and interest payments owed to us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

For the three months ended March 31, 2025, pursuant to capital commitments received, the Company issued 136,942 common shares of beneficial interest at a weighted average price of $15.16 for total proceeds of $2,085,000, which included the impact of $8,977 of organization expense allocation pursuant to subscription agreements entered into between the Company and investors.

The Company issued 21,284 common shares of beneficial interest under the DRIP during the three months ended March 31, 2025 for total proceeds of $322,830.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) None.

76

(b) None.

(c) Rule 10b5-1 Trading Plans

During the three months ended March 31, 2025, none of the Company's trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any "non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits.

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits filed with the SEC:

Exhibit Number	Description
3.1	Second Amended and Restated Declaration of Trust, Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on January 13, 2023
3.2	Form of Bylaws, Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 10 (File No. 000-56378), filed on December 22, 2021
31.1	Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Chief Executive Officer Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Chief Financial Officer Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS*	XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File — The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Filed herewith

77

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 14, 2025	STELLUS PRIVATE CREDIT BDC
	By:	/s/ Robert T. Ladd
		Name:	Robert T. Ladd
		Title:	Chief Executive Officer and President
	By:	/s/ W. Todd Huskinson
		Name:	W. Todd Huskinson
		Title:	Chief Financial Officer

78