---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-277566"
form_type: "8-K"
ticker: "RPC"
cik: "0001841968"
company_name: "Ridgepost Capital, Inc."
filed_at: "2026-06-22T20:22:41+00:00"
generated_at: "2026-06-22T20:24:29.138869+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Ridgepost closes $125M cash + equity acquisition of Stellus Capital Management; up to $60M earnout

## Summary
- Consideration: $125M cash, 11.19M Ridgepost LLC units, 579k shares of Class A common stock; units exchangeable 1:1 for common.
- Sellers subject to 3-year lock-up on common stock (1/3 released annually); earnout up to $60M based on 2027 & 2029 performance.
- Stellus has $3.8B AUM ($2.6B fee-paying), 70%+ fee revenue from permanent capital; senior team has deployed $10.5B across 375+ companies.
- Ridgepost drew $139M on revolver; upsized credit facility by $20M to $195M via Increase Agreement with JPMorgan.
- Stellus will continue to be managed by current partners; day-to-day operations unchanged.

## SEC filing metadata
- accession: 0001193125-26-277566
- form_type: 8-K
- ticker: RPC
- cik: 0001841968
- company_name: Ridgepost Capital, Inc.
- filed_at: 2026-06-22T20:22:41+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 2.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1841968/000119312526277566/0001193125-26-277566-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1841968/000119312526277566/rpc-20260622.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-277566
- JSON: https://secwatch.observer/filing/0001193125-26-277566.json
- Plain text: https://secwatch.observer/filing/0001193125-26-277566.txt

## Key facts
- Debt Financings
  Ridgepost Capital, Inc. incurred revolving credit of $139,000,000.
  - Instrument: revolving credit
  - Principal: $139,000,000
  - Event: incurrence
  source text: In connection with the closing of the Acquisition, on June 18, 2026, Ridgepost LLC drew down $139,000,000 on the revolving credit facility under its Credit Agreement (as defined below) to fund the cash consideration paid at the closing of the Acquisition as described in Item 2.01 of this Current Report on Form 8-K, as well as other general corporate needs.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841968/000119312526277566/0001193125-26-277566-index.htm
- Debt Financings
  Ridgepost Capital, Inc. amended revolving credit of $20,000,000 with JPMorgan Chase Bank, N.A..
  - Instrument: revolving credit
  - Principal: $20,000,000
  - Counterparty: JPMorgan Chase Bank, N.A.
  - Event: amendment
  source text: Prior to the closing, Ridgepost LLC, as borrower, the Company, the other Guarantors, the Agent and JPMorgan Chase Bank, N.A. as additional lender (the “Additional Lender”), entered into an Increase Agreement, dated as of June 11, 2026 (the “Increase Agreement”), pursuant to which the Additional Lender increased the aggregate revolving commitments by $20,000,000 from $175,000,000 to $195,000,000 under that certain Amended and Restated Credit Agreement, dated as of August 1, 2024 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Ridgepost LLC, as borrower, the Company and certain of its direct and indirect subsidiaries as guarantors (collectively, the “Guarantors”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841968/000119312526277566/0001193125-26-277566-index.htm
- M&A Transactions
  Ridgepost Capital, Inc. completed an acquisition involving Stellus Capital Management, LLC for $125,000,000 in cash, units and shares, with earnout up to $60,000,000 (closed 2026-06-22).
  - Action: acquisition
  - Counterparty: Stellus Capital Management, LLC
  - Consideration: $125,000,000 in cash, units and shares, with earnout up to $60,000,000
  - Closing: 2026-06-22
  source text: but not otherwise defined herein shall have the meanings provided for such terms in the Purchase Agreement. The consideration paid at the closing of the Acquisition consisted of $125,000,000 in cash (subject to customary adjustments for working capital, cash, indebtedness and transaction expenses of Stellus as of the closing), 11,191,149 Class A membership units
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841968/000119312526277566/0001193125-26-277566-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.