What changed in this filing

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Item 9A. Controls and Procedures

2025-12-18 compared with 2025-12-18 · 40 added, 27 removed, 92 unchanged (42% of the section changed)

7 unchanged sentences

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Management Report on Internal Control Over Financial Reporting

Our Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Fund are being made only in accordance with authorizations of Management and directors of the Fund;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Fund’s assets that could have a material effect on the financial statements.

We assessed our internal control over financial reporting as of December 31, 2022, the end of our most recent fiscal year.

We based our assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework” published in 2013.

Our assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

This assessment is supported by testing and monitoring performed both by a third-party consultant and our accounting department.

Based on our assessment, we have concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

The results of our assessment have been reviewed with the Audit Committee of our Board of Directors.

There have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Management on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2023.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Fund’s internal control over financial reporting includes, among others, those policies and procedures that pertain to assets of the Fund including, in particular, the fair value of portfolio investments held by the Fund.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Management performed an assessment of the effectiveness of the Fund’s internal control over financial reporting as of December 31, 2023, based upon criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management has concluded that the Fund did not maintain effective internal control over financial reporting as of December 31, 2023, due to the material weaknesses described below.

A material weakness was identified in our internal control over financial reporting relating to the design and operation of management review over the valuation of the Fund’s portfolio investment, including management’s review procedures over the completeness and accuracy of the underlying data and information supplied to third parties assisting management by recommending a range of reasonable fair values.

Although this material weakness did not result in a material misstatement of our consolidated financial statements for the periods presented, there is a possibility that, had the material weakness continued undetected, it could have led to a material misstatement of portfolio fair values and related disclosures.

Accordingly, management has concluded that this control deficiency constitutes a material weakness.

Management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects the Fund’s financial condition, results of its operations, changes in its net assets and its cash flows for the periods presented.

We believe that the audited consolidated financial statements included in this Annual Report on Form 10-K are accurate.

We have begun the process of, and we are focused on, enhancing effective internal control measures to improve our internal control over financial reporting and remediate the material weaknesses.

Our internal control remediation efforts include the following:

Enhancing existing controls that address the completeness and accuracy of underlying data and information supplied to third parties assisting management in its determination of fair value and in the performance of management review controls over the valuation of the Fund’s portfolio securities;

Enhancing policies and procedures to improve the precision of review and evidence of review procedures performed to demonstrate effective design and operation of such controls.

We believe our planned actions to enhance our processes and controls will address the material weakness, but these actions are subject to ongoing management evaluation, and we will need a period of execution to demonstrate remediation.

We are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.

There were no other changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jursdictions that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

22 unchanged sentences

(in thousands)

December 31, 2022

Year Ended December

Portfolio Company

Investment (a)

Dividend Credited

to Income (d)

Amount of Interest or Dividend Credited to Income (d)

As of December 31, 2021 Fair

Additions (b )

Reductions (c)

Decrease in Unrealized Appreciation / Depreciation

Gross Reductions (c)

Decrease in Unrealized Appreciation /

As of December 31, 2022 Fair

Control Investments:

6 unchanged sentences

This schedule should be read in conjunction with our Financial Statements, including our Schedule of Investments and Notes 3 and 4 to the Financial Statements.

(a) Common stock, warrants, options and equity interests are generally non-income producing and restricted.

Common stock, warrants, options and equity interests are generally non-income producing and restricted.

In some cases, preferred stock may also be non-income producing.

The principal amount for debt and the number of shares of common stock and preferred stock is shown in the Schedule of Portfolio Securities as of December 31, 2023.

(b) Gross additions include increases in investments resulting from new portfolio company investments, paid-in-kind interest or dividends, the amortization of discounts and fees, and the exchange of one or more existing securities for one or more new securities.

Gross additions include increases in investments resulting from new portfolio company investments, paid-in-kind interest or dividends, the amortization of discounts and fees, and the exchange of one or more existing securities for one or more new securities.

Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.

(c) Gross reductions include decreases in investments resulting from principal collections related to investment repayments or sales and the exchange of one or more existing securities for one or more new securities.

Gross reductions include decreases in investments resulting from principal collections related to investment repayments or sales and the exchange of one or more existing securities for one or more new securities.

Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.

(d) Represents the total amount of interest or dividends credited to income for the portion of the year an investment was a control investment (more than 25% owned) or an affiliate investment (5% to 25% owned), respectively.

Represents the total amount of interest or dividends credited to income for the portion of the year an investment was a control investment (more than 25% owned) or an affiliate investment (5% to 25% owned), respectively.

All dividend income is non-cash unless otherwise noted.

17 unchanged sentences

Consent of Experts and Counsel *

Consent of Independent Accountants, BDO USA, LLP

R u le 13a-14(a)/15d-14(a) Certifications *

Consent of Independent Accountants, BDO USA, P.C.

Rule 13a-14(a)/15d-14(a) Certifications *

Certification by Chief Executive Officer

3 unchanged sentences

Certification by Chief Financial Officer

Equus Energy, LLC and Subsidiary *

Consolidated Financial Statements of Equus Energy, LLC and Subsidiary as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 [Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 10-K filed on March 28, 2023.]

Policy Relating to Recovery of Erroneously Awarded Compensation *

Equus Total Return, Inc.

Compensation Recoupment Policy

Equus Energy, LLC and Subsidiary and Morgan E&P, LLC *

Consolidated Financial Statements of Equus Energy, LLC and Subsidiary as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

Financial Statements of Morgan E&P, LLC as of December 31, 2023 for the period from inception (April 3, 2023) through December 31, 2023

* Filed herewith

17 unchanged sentences

/S/ L’SHERYL D.

Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

December 18, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures