What changed in this filing

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Item 9A. Controls and Procedures

2026-04-20 compared with 2025-12-18 · 40 added, 29 removed, 103 unchanged (40% of the section changed)

4 unchanged sentences

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” as promulgated under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Fund, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

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

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that information required to be disclosed in the reports filed is recorded accurately and timely.

In designing and evaluating these controls, management applied judgment in assessing the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Fund’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operations of the Fund’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2025.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Fund’s disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.

Report of Management on Internal Control Over Financial Reporting

6 unchanged sentences

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 identified a material weakness in the Company’s internal control over financial reporting relating to the measurement and assessment of complex accounting transactions, including warrants.

A material error was identified in the related account balances and disclosures.

Management concluded that since this accounting error was not identified by existing procedures, this control deficiency constitutes a material weakness.

We believe our planned actions to enhance our processes and controls will address the material weaknesses, 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.

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.

3 unchanged sentences

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;

Implementing controls and procedures are in place to properly identify transactions involving significant judgments and estimates, and to require consultation with third party professionals.

We plan to further improve this process by enhancing access to accounting literature and identifying third-party professionals with whom to consult regarding complex accounting applications, including the application of warrants;

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.

9 unchanged sentences

A copy of the Code of Business Conduct and Ethics is available to any person, without charge, upon request addressed to Equus Total Return, Inc., Attention:

Corporate Secretary, 700 Louisiana Street, 48th Floor, Houston, TX 77002.

Corporate Secretary, 700 Louisiana Street, 41st Floor, Houston, TX 77002.

In the event that we amend or waive any of the provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, or controller, we intend to disclose the same on our website at www.equuscap.com.

We have adopted an insider trading policy and procedures governing the purchase, sale, and other dispositions of securities of the Fund by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations.

Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information.

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Policy on Insider Trading filed as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation

15 unchanged sentences

(in thousands)

Year Ended December

December 31, 2025

Portfolio Company

Investment (a)

Amount of Interest or Dividend Credited to Income (d)

As of December 31, 2021 Fair

Additions (b )

Amount of Interest or Dividend Credited to Income (e)

December 31, 2024 Fair Value

Gross Additions (b)

Gross Reductions (c)

Decrease in Unrealized Appreciation /

As of December 31, 2022 Fair

Decrease in Unrealized Appreciation Depreciation

December 31, 2025 Fair Value

Control Investments:

2 unchanged sentences

Member interest (100%)

Morgan E&P, Inc.

6,800,000 shares common stock

12% senior secured promissory note (d)

Total Control Investments:

9 unchanged sentences

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

Debt is on an accrual status as of December 31, 2025, and is therefore considered income producing.

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.

(a)(2) Exhibits

Articles of Incorporation and by-laws.

4 unchanged sentences

Amended and Restated Bylaws of the Fund.

[Incorporated by reference to Exhibit 3(b) to Registrant’s Current Report on Form 8-K filed on June 24, 2014.]

[Incorporated by reference to Exhibit 3(b) to Registrant’s Current Report on Form 8-K filed on December 23, 2010.]

Material Contracts.

8 unchanged sentences

Consent of Experts and Counsel *

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

Consent of Independent Accountants, BDO USA, P.C., regarding the Fund

Consent of Independent Accountants, BDO USA, P.C., regarding Morgan E&P, Inc.

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

6 unchanged sentences

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

Compensation Recoupment Policy [Incorporated by reference to Exhibit 97.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023.]

Morgan E&P, Inc.

Financial Statements of Morgan E&P, Inc.

as of December 31, 2025 and for the years ended December 31, 2025 and 2024.

* Filed herewith

1 unchanged sentence

EQUUS TOTAL RETURN, INC.

December 18, 2025

April 20, 2026

Chief Executive Officer

2 unchanged sentences

/S/ FRASER ATKINSON

December 18, 2025

April 20, 2026

Fraser Atkinson

1 unchanged sentence

Director, Secretary and Chief Compliance Officer

December 18, 2025

/S/ ROBERT L.

December 18, 2025

April 20, 2026

Director, Chief Executive Officer (Principal Executive Officer)

December 18, 2025

April 20, 2026

/S/ L’SHERYL D.

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

December 18, 2025

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

April 20, 2026

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