Stellus Private Credit Bdc - 8-K

Item 3.02.

Unregistered Sale of Equity Securities.

On April 17, 2026, Stellus Private Credit BDC (the
“Company”) delivered a capital drawdown notice to its investors relating to the sale of 660,941 common shares of beneficial
interest (the “Shares”) of the Company for an aggregate offering price of $10,000,000. No underwriting discounts or commissions
have been or will be paid in connection with the sale of the Shares. The sale of the Shares is expected to close on or about May 1, 2026.

The sale of the Shares described made pursuant
to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are
required to fund drawdowns to purchase the Shares up to the amount of its capital commitment on an as-needed basis with a minimum of 10
business days’ prior notice to investors.

The issuance and sale of the Shares are exempt
from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.