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Item 5. Market for Registrant’s Common Equity

2023-03-16 compared with 2022-03-11 · 273 added, 184 removed, 117 unchanged (80% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the Nasdaq Global Select Market under the symbol “SSSS.” Prior to November 24, 2021, our common stock traded on the Nasdaq Capital Market under the same symbol ("SSSS").

Our common stock has historically traded at prices both above and below our net asset value per share.

It is not possible to predict whether our common stock will trade at, above or below net asset value ("NAV").

common stock is traded on the Nasdaq Global Select Market under the symbol “SSSS.” Prior to November 24, 2021, our common

stock traded on the Nasdaq Capital Market under the same symbol (“SSSS”).

Our common stock has historically traded at prices

both above and below our net asset value per share.

It is not possible to predict whether our common stock will trade at, above or below

net asset value (“NAV”).

See “Item 1A.

Risk Factors—Risks Related to an Investment in Our Securities." The following table sets forth, for each fiscal quarter for the fiscal years ended December 31, 2021, 2020 and 2019, the net asset value per share of our common stock, the range of high and low closing sales prices for our common stock, and such closing sales price as a percentage (premium and discount) to our net asset value per share.

The closing market prices reported below have been adjusted to give retroactive effect to material changes resulting from stock dividends.

The reported closing market price of our common stock on March 10, 2022 was $8.92 per share, which represented an approximately 23.9% discount to our net asset value of $11.72 per share as of December 31, 2021.

Price Range High Close Price as a Premium/(Discount) to NAV (2)

Low Close Price as a Premium/(Discount) to NAV (2)

Risk Factors—Risks Related to an Investment in Our Securities.”

The following table sets forth, for each fiscal quarter for the fiscal years ended December 31, 2022, 2021 and 2020, the net asset value

per share of our common stock, the range of high and low closing sales prices for our common stock, and such closing sales price as a

percentage (premium and discount) to our net asset value per share.

The closing market prices reported below have been adjusted to give

retroactive effect to material changes resulting from stock dividends.

The reported closing market price of our common stock on March

15, 2023 was $3.01 per share, which represented an approximately 59.3% discount to our net asset value of $7.39 per share as of December

High Close Price

Low Close Price

Premium/(Discount) to NAV (2)

Fourth Quarter

10 unchanged sentences

First Quarter

___________________

(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low close prices.

The NAV per share figures shown are based on outstanding shares at the end of each period.

(2) Calculated as the respective high or low close sales price divided by the NAV and subtracting 1.

As of March 10, 2022, there were 10 holders of record of our common stock (including Cede & Co.).

NAV per share is determined as of the last day in the relevant

quarter and therefore may not reflect the NAV per share on the date of the high and low close prices.

The NAV per share figures shown

are based on outstanding shares at the end of each period.

Calculated as the respective high or low close sales price

divided by the NAV and subtracting 1.

of March 15, 2023, there were 6 holders of record of our common stock (including Cede & Co.).

Distributions

We have elected to be treated as a RIC under Subchapter M of the Code and expect to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs.

To maintain RIC tax treatment, we must, among other things, distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.

Further, undistributed taxable income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the later of (1) the fifteenth day of the ninth month following the close of that fiscal year or (2) the extended due date for filing the U.S.

have elected to be treated as a RIC under Subchapter M of the Code and expect to continue to operate in a manner so as to qualify for

the tax treatment applicable to RICs.

To maintain RIC tax treatment, we must, among other things, distribute at least 90% of our ordinary

income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.

Further, undistributed taxable

income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that

fiscal year, provided such dividends are declared prior to the later of (1) the fifteenth day of the ninth month following the close

of that fiscal year or (2) the extended due date for filing the U.S.

federal income tax return for that fiscal year.

In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such years.

In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any,

at least annually, we may in the future decide to retain such capital gains for investment.

If this happens, our stockholders will be treated as if they received an actual distribution of the capital gains we retain and reinvested the net after-tax proceeds in us.

Stockholders may be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to the allocable share of the tax we paid on the capital gains deemed distributed to them.

We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution.

The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since our formation through December 31, 2021.

In order to avoid

certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum

of (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gains in excess of capital losses for the one-year

period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not

distributed during such years.

In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term

capital gains in excess of net short-term capital losses), if any, at least annually, we may in the future decide to retain such capital

gains for investment.

If this happens, our stockholders will be treated as if they received an actual distribution of the capital gains

we retain and reinvested the net after-tax proceeds in us.

Stockholders may be eligible to claim a tax credit (or, in certain circumstances,

a tax refund) equal to the allocable share of the tax we paid on the capital gains deemed distributed to them.

We can offer no assurance

that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities,

we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the

1940 Act or if distributions are limited by the terms of any of our borrowings.

timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally

available for distribution.

The following table lists the distributions, including dividends and returns of capital, if any, per share

that we have declared since our formation through December 31, 2022.

The table is divided by fiscal year according to record date:

Date Declared Record Date Payment Date Amount per Share

Date Declared

Amount per Share

November 4, 2015 (1)

November 16, 2015 December 31, 2015 $ 2.76

November 16, 2015

December 31, 2015

August 3, 2016 (2)

August 16, 2016 August 24, 2016 0.04

August 16, 2016

August 24, 2016

November 5, 2019 (3)

December 2, 2019 December 12, 2019 0.20

December 2, 2019

December 31, 2019 January 15, 2020 0.12

December 12, 2019

December 20, 2019 (4)

December 31, 2019

January 15, 2020

July 29, 2020 (5)

August 11, 2020 August 25, 2020 0.15

August 11, 2020

August 25, 2020

September 28, 2020 (6)

October 5, 2020 October 20, 2020 0.25

October 5, 2020

November 10, 2020 November 30, 2020 0.25

October 20, 2020

October 28, 2020 (7)

November 10, 2020

November 30, 2020

December 16, 2020 (8)

December 30, 2020 January 15, 2021 0.22

December 30, 2020

January 15, 2021

February 5, 2021 February 19, 2021 0.25

January 26, 2021 (9)

February 5, 2021

February 19, 2021

March 8, 2021 (10)

March 30, 2021 April 15, 2021 0.25

March 30, 2021

April 15, 2021

May 4, 2021 (11)

May 18, 2021 June 30, 2021 2.50

June 30, 2021

August 3, 2021 (12)

August 18, 2021 September 30, 2021 2.25

August 18, 2021

September 30, 2021

November 2, 2021 (13)

November 17, 2021 December 30, 2021 2.00

November 17, 2021

December 30, 2021

December 31, 2021 January 14, 2022 0.75

Total $ 11.99

___________________

December 20, 2021 (14)

December 31, 2021

January 14, 2022

March 8, 2022 (15)

March 25, 2022

April 15, 2022

The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.

33 unchanged sentences

None of the distribution represented a return of capital.

We intend to focus on making equity-based investments from which we will derive primarily capital gains.

As a consequence, we do not anticipate that we will pay distributions on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions, if any, will be much less consistent than the distributions of other BDCs that primarily make debt investments.

If there are earnings or realized capital gains to be distributed, we intend to declare and pay a distribution at least annually.

The amount of realized capital gains available for distribution to stockholders will be impacted by our tax status.

Our current intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of our common stock under our dividend reinvestment plan, except in the case of stockholders who elect to receive dividends and/or long-term capital gains distributions in cash.

Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution.

Any distributions reinvested under the plan will nevertheless be treated as received by the U.S.

All of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized gains.

None of the distribution represented a return of capital.

intend to focus on making equity-based investments from which we will derive primarily capital gains.

As a consequence, we do not anticipate

that we will pay distributions on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions,

if any, will be much less consistent than the distributions of other BDCs that primarily make debt investments.

If there are earnings

or realized capital gains to be distributed, we intend to declare and pay a distribution at least annually.

The amount of realized capital

gains available for distribution to stockholders will be impacted by our tax status.

current intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of our

common stock under our dividend reinvestment plan, except in the case of stockholders who elect to receive dividends and/or long-term

capital gains distributions in cash.

Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in

its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional

shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend

paying agent prior to the record date of the next dividend or distribution.

Any distributions reinvested under the plan will nevertheless

be treated as received by the U.S.

stockholder for U.S.

federal income tax purposes, although no cash distribution has been made.

As a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution.

Stockholders that hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash.

So long as we qualify and maintain our tax treatment as a RIC, we generally will not be subject to U.S.

federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends.

Rather, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our consolidated financial statements.

a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal,

state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution.

that hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any

election to receive distributions in cash.

long as we qualify and maintain our tax treatment as a RIC, we generally will not be subject to U.S.

federal and state income taxes on

any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends.

Rather, any tax liability

related to income earned by the RIC will represent obligations of our investors and will not be reflected in our consolidated financial

See “Note 2—Significant Accounting Policies— U.S.

Federal and State Income Taxes ” and “Note 9—Income Taxes” to our consolidated financial statements as of December 31, 2021 for more information.

The Taxable Subsidiaries included in our consolidated financial statements are taxable subsidiaries, regardless of whether we are taxed as a RIC.

These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies.

Federal and State Income Taxes ” and “Note

9—Income Taxes” to our consolidated financial statements as of December 31, 2022 for more information.

The Taxable Subsidiaries

included in our consolidated financial statements are taxable subsidiaries, regardless of whether we are taxed as a RIC.

These taxable

subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the

portfolio companies.

Such income tax expenses and deferred taxes, if any, will be reflected in our consolidated financial statements.

Equity Compensation Plan Information

See “Item 10.

Executive Compensation” and “Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Performance Graph

The following graph compares the cumulative total return on our common stock with that of the Standard & Poor’s 500 Stock Index and the Nasdaq Stock Index, as we do not believe there is an appropriate index of companies with an investment strategy similar to our own with which to compare the return on our common stock, for the five years ended December 31, 2021.

The graph assumes that, on December 31, 2016, a person invested $100.00 in our common stock, at the closing price of our common stock on December 31, 2016, and in the Standard & Poor’s 500 Stock Index and the Nasdaq Stock Index.

The graph measures total stockholder return, which takes into account both changes in stock price and dividends.

It assumes that dividends are reinvested in like securities on the respective dividend dates without commissions.

12/31/16 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21

SSSS $ 100.00 $ 108.35 $ 103.78 $ 136.53 $ 295.76 $ 292.60

following graph compares the cumulative total return on our common stock with that of the Standard & Poor’s 500 Stock Index

and the Nasdaq Stock Index, as we do not believe there is an appropriate index of companies with an investment strategy similar to our

own with which to compare the return on our common stock, for the five years ended December 31, 2022.

The graph assumes that, on December

31, 2017, a person invested $100.00 in our common stock, at the closing price of our common stock on December 31, 2017, and in the Standard

& Poor’s 500 Stock Index and the Nasdaq Stock Index.

The graph measures total stockholder return, which takes into account

both changes in stock price and dividends.

It assumes that dividends are reinvested in like securities on the respective dividend dates

without commissions.

S&P 500 Index

Nasdaq Stock Index

The graph and other information furnished under this Part II, Item 5 of this annual report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

graph and other information furnished under this Part II, Item 5 of this annual report on Form 10-K shall not be deemed to be “soliciting

material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of

the Exchange Act.

The stock price performance included in the above graph is not necessarily indicative of future stock price performance.

Sales of Unregistered Equity Securities

We did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities (1)

Information relating to the Company’s purchases of its common stock during the year ended December 31, 2021 is as follows:

of Unregistered Equity Securities

did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933,

Purchases of Equity Securities (1)

relating to the Company’s purchases of its common stock during the year ended December 31, 2022 is as follows:

Purchased (2)

Per Share Total Number

Part of Publicly

Plans or Programs Approximate

Dollar Value of

Shares that May

Yet Be Purchased

Under the Share

Plans or Programs

January 1 through January 31, 2022

10 unchanged sentences

December 1 through December 31, 2022

Total 57,633 —

During the year ended December 31, 2021, we did not repurchase shares of our common stock pursuant to the Share Repurchase Program.

_______________________

(1) On August 8, 2017, we announced the $5.0 million discretionary open-market Share Repurchase Program under which our Board of Directors authorized the repurchase of shares of our common stock in the open market until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common stock.

On November 7, 2017, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $10.0 million in aggregate amount of our common stock.

On May 3, 2018, the Company’s Board of Directors authorized an additional $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $15.0 million in aggregate amount of our common stock.

On November 1, 2018, the Company’s Board of Directors authorized a $5.0 million increase in the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019 or (ii) the repurchase of $20.0 million in aggregate amount of the Company’s common stock.

On August 5, 2019, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock.

On March 9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock.

On October 28, 2020, our Board of Directors authorized a $10.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock.

On October 27, 2021, our Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock.

The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities.

The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate us to acquire any specific number of shares of our common stock.

During the year ended December 31, 2021, the Company did not repurchase any shares of the Company's common stock pursuant to the Share Repurchase Program.

As of December 31, 2021, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $9.6 million.

(2) Includes purchases of our common stock made on the open market by or on behalf of any “affiliated purchaser,” as defined in Exchange Act Rule 10b-18(a)(3), of the Company.

Senior Securities

Information about our senior securities is shown in the following table as of the end of the last ten fiscal years.

There were no senior securities outstanding as of December 31, 2012.

The report of our independent registered public accounting firm, Marcum LLP, on the senior securities table, as of December 31, 2021, 2020 and 2019, is attached as an exhibit to this annual report on Form 10-K.

Class and Year Total Amount Outstanding Exclusive of Treasury Securities (1)

August 8, 2022, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”)

to purchase up to 2,000,000 shares of its common stock from it’s stockholders, which expired on September 2, 2022.

In accordance

with the terms of the Modified Dutch Auction Tender Offer, the Company selected the lowest price per share of not less than $6.00 per

share and not greater than $7.00 per share.

to the Modified Dutch Auction Tender Offer, the Company repurchased 2,000,000 shares, representing 6.6% of its then outstanding

shares, on or about September 12, 2022 at a price of $6.60 per share.

The Company used available cash to fund the purchases of its

shares of common stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.

On August 8, 2017, we announced the $5.0 million discretionary

open-market Share Repurchase Program under which our Board of Directors authorized the repurchase of shares of our common stock in the

open market until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common stock.

November 7, 2017, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that

may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase

of $10.0 million in aggregate amount of our common stock.

On May 3, 2018, the Company’s Board of Directors authorized an additional

$5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program

until the earlier of (i) November 6, 2018 or (ii) the repurchase of $15.0 million in aggregate amount of our common stock.

1, 2018, the Company’s Board of Directors authorized a $5.0 million increase in the amount of shares of the Company’s common

stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019 or (ii) the

repurchase of $20.0 million in aggregate amount of the Company’s common stock.

On August 5, 2019, our Board of Directors authorized

a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase

Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock.

9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased

under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate

amount of our common stock.

On October 28, 2020, our Board of Directors authorized a $10.0 million increase in the amount of shares of

our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or

(ii) the repurchase of $40.0 million in aggregate amount of our common stock.

On October 27, 2021, our Board of Directors approved an

extension of the Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $40.0 million in aggregate

amount of our common stock.

On March 13, 2022, our Board of Directors authorized a $15.0 million increase in the amount of shares of

our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2022 or

(ii) the repurchase of $55.0 million in aggregate amount of our common stock.

On October 19, 2022, the Company’s Board of Directors

approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2023 or (ii) the repurchase of $55.0 million

in aggregate amount of the Company’s common stock.

The timing and number of shares to be repurchased will depend on a number of

factors, including market conditions and alternative investment opportunities.

The Share Repurchase Program may be suspended, terminated

or modified at any time for any reason and does not obligate us to acquire any specific number of shares of our common stock.

the year ended December 31, 2022, we repurchased 1,008,676 shares, respectively, of our common stock under the Share Repurchase Program.

of December 31, 2022, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program

was approximately $16.4 million.

Includes purchases of our common stock made on the open market

by or on behalf of any “affiliated purchaser,” as defined in Exchange Act Rule 10b-18(a)(3), of the Company.

about our senior securities is shown in the following table as of the end of the last ten fiscal years.

The report of our independent

registered public accounting firm, Marcum LLP, on the senior securities table, as of December 31, 2022, 2021 and 2020, is attached as

an exhibit to this annual report on Form 10-K.

Class and Year

Total Amount Outstanding Exclusive of Treasury Securities (1)

Asset Coverage Ratio Per Unit (2)

3 unchanged sentences

Fiscal 2022 (4)

$ 75,000,000 $ 5,865 — $ 25.52

Fiscal 2020 — 8,892 — N/A

Fiscal 2019 — 5,998 — N/A

Fiscal 2018 — 5,884 — N/A

Fiscal 2017 — 3,968 — N/A

Fiscal 2016 — 3,784 — N/A

Fiscal 2015 — 4,884 — N/A

Fiscal 2014 — 4,286 — N/A

Fiscal 2013 — 5,173 — N/A

Fiscal 2012 — — — N/A

4.75% Convertible Senior Notes due 2023

Fiscal 2021 (4)

$ — $ 5,865 — N/A

Fiscal 2020 (5)

38,215,000 8,892 — N/A

Fiscal 2019 40,000,000 5,998 — N/A

Fiscal 2018 40,000,000 5,884 — N/A

Fiscal 2017 — 3,968 — N/A

Fiscal 2016 — 3,784 — N/A

Fiscal 2015 — 4,884 — N/A

Fiscal 2014 — 4,286 — N/A

Fiscal 2013 — 5,173 — N/A

Fiscal 2012 — — — N/A

4.75% Convertible Senior Notes due 2023

Fiscal 2021 (5)

$ — $ 5,865 — N/A

Fiscal 2020 (5)

— 8,892 — N/A

Fiscal 2019 (6)

— 5,998 — N/A

5.25% Convertible Senior Notes due 2018

Fiscal 2018 (6)

— 5,884 — N/A

Fiscal 2017 69,000,000 3,968 — N/A

Fiscal 2016 69,000,000 3,784 — N/A

Fiscal 2015 69,000,000 4,884 — N/A

Fiscal 2014 69,000,000 4,286 — N/A

Fiscal 2013 69,000,000 5,173 — N/A

Fiscal 2012 — — — N/A

Credit Facility

Fiscal 2021 $ — $ 5,865 — N/A

Fiscal 2020 — 8,892 — N/A

Fiscal 2019 (7)

— 5,998 — N/A

Fiscal 2018 (7)

— 5,884 — N/A

Fiscal 2017 (7)

— 3,968 — N/A

Fiscal 2016 (8)

— 3,784 — N/A

Fiscal 2015 (8)

— 4,884 — N/A

Fiscal 2014 (8)

18,000,000 4,286 — N/A

Fiscal 2013 — 5,173 — N/A

Fiscal 2012 — — — N/A

_______________________

(1) Total gross amount of each class of senior securities outstanding at the end of the period presented, before deduction of discount and debt issuance costs.

(2) Asset coverage per unit for a class of senior securities is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.

(3) The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it.

The "—" in this column indicates that the SEC expressly does not require this information to be disclosed for the types of senior securities representing indebtedness issued by the Company as of the stated time periods.

Total gross amount of each class of senior securities outstanding

at the end of the period presented, before deduction of discount and debt issuance costs.

Asset coverage per unit for a class of senior securities is

the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities,

to the aggregate amount of senior securities representing indebtedness.

Asset coverage per unit is expressed in terms of dollar amounts

per $1,000 of indebtedness.

The amount to which such class of senior security would be

entitled upon the voluntary liquidation of the issuer in preference to any security junior to it.

The “—” in this column

indicates that the SEC expressly does not require this information to be disclosed for the types of senior securities representing indebtedness

issued by the Company as of the stated time periods.

The 6.00% Notes due 2026 were issued on December 17, 2021.

(5) For the year ended December 31, 2020, the Company issued 174,888 shares of its common stock and cash for fractional shares upon the conversion of $1,785,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

For the year ended December 31, 2020, the Company issued 174,888

shares of its common stock and cash for fractional shares upon the conversion of $1,785,000 in aggregate principal amount of the 4.75%

Convertible Senior Notes due 2023.

The 4.75% Convertible Senior Notes due 2023 were repaid in full with interest on March 29, 2021.

(6) The 5.25% Convertible Senior Notes due 2018 were repaid in full with interest on September 15, 2018.

(7) Represents amounts under the $12.0 million senior secured revolving Credit Facility with Western Alliance Bank which matured on May 31, 2019.

(8) Represents amounts under the $18.0 million Credit Facility with SVB which matured on December 31, 2016.

Fees and Expenses

The following table is intended to assist you in understanding the costs and expenses that an investor will bear directly or indirectly.

The 5.25% Convertible Senior Notes due 2018 were repaid in

full with interest on September 15, 2018.

Represents amounts under the $12.0 million senior secured revolving

Credit Facility with Western Alliance Bank which matured on May 31, 2019.

Represents amounts under the $18.0 million Credit Facility

with SVB which matured on December 31, 2016.

following table is intended to assist you in understanding the costs and expenses that an investor will bear directly or indirectly.

We caution you that some of the percentages indicated in the table below are estimates and may vary.

The following table should not be considered a representation of our future expenses.

The following table should not be

considered a representation of our future expenses.

Actual expenses may be greater or less than shown.

Except where the context suggests otherwise, whenever this Annual Report on Form 10-K contains a reference to fees or expenses paid by “us” or “SuRo Capital,” or that “we” will pay fees or expenses, you will indirectly bear such fees or expenses as an investor in SuRo Capital Corp., however, your responsibility for such fees or expenses is limited to your investment in SuRo Capital Corp.

The fee table and example below include all fees and expenses of our consolidated subsidiaries.

Except where the context suggests

otherwise, whenever this Annual Report on Form 10-K contains a reference to fees or expenses paid by “us” or “SuRo

Capital,” or that “we” will pay fees or expenses, you will indirectly bear such fees or expenses as an investor in

SuRo Capital Corp., however, your responsibility for such fees or expenses is limited to your investment in SuRo Capital Corp.

table and example below include all fees and expenses of our consolidated subsidiaries.

Stockholder transaction expenses:

8 unchanged sentences

Total annual expenses

_______________________

(1) In the event that our securities are sold to or through underwriters, a corresponding prospectus or prospectus supplement will disclose the applicable sales load.

(2) In the event that we conduct an offering of our securities, a corresponding prospectus or prospectus supplement will disclose the estimated offering expenses.

Our common stockholders will bear, directly or indirectly, the expenses of any offering of our securities, including debt securities.

(3) Under our distribution reinvestment plan (the "DRIP"), the plan administrator’s fees will be paid by us.

There will be no brokerage charges or other charges to stockholders who participate in the plan except that, if a participant elects by his or its written or telephonic notice to the plan administrator in advance of termination to have the plan administrator sell part or all of his or its shares and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15 transaction fee plus brokerage commission from the proceeds.

The expenses of our DRIP are included in “Other Expenses.”

(4) The total stockholder transaction expenses may include sales load and will be disclosed in a future prospectus or prospectus supplement, if any.

(5) Operating expenses in this table represent estimated annual operating expenses based upon the actual annual operating expenses of SuRo Capital Corp.

and its consolidated subsidiaries for the year ended December 31, 2021.

We do not have an investment adviser and are internally managed by our executive officers under the supervision of our Board of Directors.

As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.

(6) We are exposed to the risks of leverage, which may be considered a speculative investment technique.

The use of leverage magnifies the potential for gain and loss on amounts invested and, therefore, increases the risks associated with an investment in us.

Interest payments on borrowed funds represents our estimated annual interest payments based on actual interest rate terms under our outstanding 6.00% Notes due 2026 as of December 31, 2021.

(7) "Other expenses," which we calculate to equal approximately $1.1 million, are estimated based upon actual "Other expenses" for the year ended December 31, 2021.

(8) "Net assets attributable to common stock," which we calculate to equal approximately $364.8 million, reflect our net assets for the year ended December 31, 2021.

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock.

In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above.

See footnote 6 above for additional information regarding certain assumptions regarding our level of leverage.

1 Year 3 Years 5 Years 10 Years

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return $40 $121 $204 $426

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown.

While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%.

In addition, while the example assumes reinvestment of all dividends at net asset value participants in our DRIP will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the dividend payment date, which may be at, above or below net asset value.

See "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Distributions" for additional information regarding our DRIP.

In the event that our securities are sold to or through underwriters,

a corresponding prospectus or prospectus supplement will disclose the applicable sales load.

In the event that we conduct an offering of our securities,

a corresponding prospectus or prospectus supplement will disclose the estimated offering expenses.

Our common stockholders will bear,

directly or indirectly, the expenses of any offering of our securities, including debt securities.

Under our distribution reinvestment plan (the “DRIP”),

the plan administrator’s fees will be paid by us.

There will be no brokerage charges or other charges to stockholders who participate

in the plan except that, if a participant elects by his or its written or telephonic notice to the plan administrator in advance of termination

to have the plan administrator sell part or all of his or its shares and remit the proceeds to the participant, the plan administrator

is authorized to deduct a $15 transaction fee plus brokerage commission from the proceeds.

The expenses of our DRIP are included in “Other

The total stockholder transaction expenses may include sales

load and will be disclosed in a future prospectus or prospectus supplement, if any.

Operating expenses in this table represent estimated annual

operating expenses based upon the actual annual operating expenses of SuRo Capital Corp.

and its consolidated subsidiaries for the year

ended December 31, 2022.

We do not have an investment adviser and are internally managed by our executive officers under the supervision

of our Board of Directors.

As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with

employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary

bonuses and restricted stock grants.

We are exposed to the risks of leverage, which may be considered

a speculative investment technique.

The use of leverage magnifies the potential for gain and loss on amounts invested and, therefore,

increases the risks associated with an investment in us.

Interest payments on borrowed funds represents our estimated annual interest

payments based on actual interest rate terms under our outstanding 6.00% Notes due 2026 as of December 31, 2022.

“Other expenses,” which we calculate to equal approximately

$1.6 million, are estimated based upon actual “Other expenses” for the year ended December 31, 2022.

“Net assets attributable to common stock,” which

we calculate to equal approximately $210.0 million, reflect our net assets for the year ended December 31, 2022.

following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with

respect to a hypothetical investment in our common stock.

In calculating the following expense amounts, we have assumed that our annual

operating expenses would remain at the levels set forth in the table above.

See footnote 6 above for additional information regarding

certain assumptions regarding our level of leverage.

would pay the following expenses on a $1,000 investment, assuming a 5% annual return

example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may

be greater or less than those shown.

While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary

and may result in a return greater or less than 5.0%.

In addition, while the example assumes reinvestment of all dividends at net asset

value participants in our DRIP will receive a number of shares of our common stock, determined by dividing the total dollar amount of

the dividend payable to a participant by the market price per share of our common stock at the close of trading on the dividend payment

date, which may be at, above or below net asset value.

See “Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities - Distributions” for additional information regarding our DRIP.

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

Item 5. Market for Registrant’s Common Equity