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$125 million cash closes Ridgepost Capital's Stellus acquisition, lifting pro forma assets past $1.16 billion

$125.0 million in cash, the fixed-price component of Ridgepost Capital Inc.'s (RPC) purchase of Stellus Capital Management, LLC, settled at the June 22, 2026 closing. Full consideration also included 11,191,149 LLC membership units of…

By Sabrina Volkov·Sep 4, 2026·2 min read·regulatory·RPC

Key takeaways

  • Ridgepost Capital's acquisition of Stellus Capital Management closed on June 22, 2026, with the $125.0 million cash portion settling at closing.
  • The deal also included 11,191,149 Ridgepost Capital, LLC membership units and 579,096 shares of RPC Class A Common Stock, with units exchangeable one-for-one into Class A shares.
  • Pro forma total assets as of March 31, 2026 reached $1.162 billion, up from $909.7 million for standalone Ridgepost.
  • Combined pro forma management and advisory fees for Q1 2026 were $82.2 million, with Stellus contributing $8.6 million, or 10.4 percent of the combined fee line.
  • The equity consideration carries a three-year lock-up, with one-third of each seller's shares becoming freely transferable on each of the first three anniversaries of the June 22 closing.

$125.0 million in cash, the fixed-price component of Ridgepost Capital Inc.'s (RPC) purchase of Stellus Capital Management, LLC, settled at the June 22, 2026 closing. Full consideration also included 11,191,149 LLC membership units of Ridgepost Capital, LLC and 579,096 shares of RPC Class A Common Stock, with those units exchangeable into Class A shares on a one-for-one basis. Pro forma total assets as of March 31, 2026 reached $1.162 billion, against $909.7 million for standalone Ridgepost on the same date.

Balance sheet mechanics

The purchase agreement was signed February 4, 2026. Debt obligations rose $139.0 million on a pro forma basis, from $375.0 million to $514.0 million, consistent with financing the cash leg of the transaction. The purchase price allocation assigned $178.4 million to intangibles and $55.3 million to goodwill, together $233.7 million of the $241.7 million in total transaction accounting adjustments to assets. Noncontrolling interests expanded to $149.9 million pro forma from $52.1 million, reflecting the unit consideration issued to Stellus sellers.

Pro forma revenue run-rate

Combined management and advisory fees for Q1 2026 reached $82.2 million pro forma: $73.6 million from Ridgepost, $8.6 million from Stellus. Stellus's quarter represents 10.4 percent of the combined fee line. Total pro forma revenues, including $1.4 million in other revenues, came to $83.6 million for the quarter, annualizing to roughly $334 million. Pro forma total operating expenses were $62.5 million, including $7.5 million in intangible amortization, up $2.1 million from the Ridgepost-only figure because of the acquired intangibles.

The equity consideration carries a three-year lock-up. One-third of shares beneficially held by each Stellus seller becomes freely transferable on the first anniversary of the June 22 closing, another third on the second, and the balance on the third. Sellers also received registration rights as members of Ridgepost LLC. The governing exchange agreement dates to August 25, 2022, with the Stellus sellers joining via joinder at close. Ridgepost notes the pro forma statements, prepared under Article 11 of Regulation S-X, exclude integration costs and any synergy benefits.

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Source: sec.gov
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Frequently asked

When did the acquisition close and when was the agreement signed?

The purchase agreement was signed February 4, 2026, and the transaction closed on June 22, 2026.

How did the acquisition affect Ridgepost's debt?

Debt obligations rose $139.0 million on a pro forma basis, from $375.0 million to $514.0 million, consistent with financing the cash portion of the deal.

How was the purchase price allocated?

The allocation assigned $178.4 million to intangibles and $55.3 million to goodwill, together $233.7 million of the $241.7 million in total transaction accounting adjustments to assets.

What were pro forma total revenues for the quarter?

Total pro forma revenues, including $1.4 million in other revenues, were $83.6 million for Q1 2026, annualizing to roughly $334 million.

Do the pro forma statements include integration costs or synergies?

No; the pro forma statements were prepared under Article 11 of Regulation S-X and exclude integration costs and any synergy benefits.