What changed in this filing

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Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-16 · 143 added, 90 removed, 151 unchanged (61% of the section changed)

Controls and Procedures

and Procedures

Evaluation of Disclosure Controls and Procedures

9 unchanged sentences

necessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Management’s Report on Internal Control Over Financial Reporting

Management’s Report on Internal Controls Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

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performed an assessment of the effectiveness of our 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

Based on this assessment, management determined that our internal control over financial reporting was effective

as of December 31, 2022.

annual report does not include an attestation report of the Company’s registered public accounting firm pursuant to the rules of

the Securities and Exchange Commission.

in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management determined that our internal control over financial reporting was effective as of December 31, 2023.

annual report does not include an attestation report of our registered public accounting firm pursuant to the rules of

Changes in Internal Control Over Financial Reporting

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affect, our internal control over financial reporting.

Other Information

1.02 Termination of Material Definitive Agreement

On March 10, 2023, the Company and U.S.

Bank Trust Company, National Association

(the “Custodian”) and U.S.

Bank National Association (the “Document Custodian” and, together with the Custodian,

Bank Entities”) agreed to terminate, effective as of May 9, 2023 or such later date as the parties mutually agree,

the Custody Agreement, dated as of October 28, 2022, between the Company and the Custodian (the “Securities Custody Agreement”),

and the Document Custody Agreement, dated as of October 28, 2022, between the Company and the Document Custodian (the “Document

Custody Agreement” and, together with the Securities Custody Agreement, the “Custody Agreements”).

We have commenced

a transition process with the U.S.

Bank Entities, and we are currently in discussions with a number of reputable qualified custodians

that we expect will be able to fulfill the Company’s needs in providing the custodial services currently provided by the U.S.

Entities without disruption.

The termination of the Custody Agreements followed a determination by the parties that the arrangements set

forth by the Custody Agreements were no longer mutually beneficial.

We do not believe that such termination will have a material adverse

impact on our operations or financial condition.

Under the Custody Agreement, the Securities Custodian holds all of our

portfolio securities and cash and transfers such securities or cash pursuant to Proper Instructions (as such term is defined under the

Custody Agreement).

Under the Document Custody Agreement, the Document Custodian holds all of our documents evidencing certain investments

and transfer such documents pursuant to Proper Instructions (as such term is defined under the Document Custody Agreement).

No termination

or other fees are payable in connection with the termination of the Custody Agreements.

The foregoing description of the Custody Agreements is a summary only and

is qualified in all respects by the provisions of the Securities Custody Agreement and the Document Custody Agreement, copies of which

are filed as Exhibit 10.1 and 10.2, respectively, to our Current Report on Form 8-K (File No.

814-00852), filed with the SEC on November

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.

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.

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

Stockholder transaction expenses:

Sales load (as a percentage of offering price)

Offering expenses (as a percentage of offering price)

Dividend reinvestment plan expenses

Total stockholder transaction expenses (as a percentage of offering price)

Annual expenses (as a percentage of net assets attributable to common stock) (8) :

Operating expenses

Interest payments on borrowed funds

Other expenses

Total annual expenses

the event that our securities are sold to or through underwriters, a corresponding prospectus

or prospectus supplement will disclose the applicable sales load.

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.

our 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.”

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 the Company and its consolidated subsidiaries for the year ended

December 31, 2023.

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.

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, 2023.

expenses,” which we calculate to equal approximately $1.8 million, are estimated based

upon actual “Other expenses” for the year ended December 31, 2023.

assets attributable to common stock,” which we calculate to equal approximately $203.4 million, reflect our net assets for the

year ended December 31, 2023.

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.

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

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

Executive Officers and Corporate Governance

information required by Item 10 will be contained in the 2024 Proxy Statement, to be filed with the SEC within 120 days after December

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is required by rules of the SEC or NASDAQ.

Executive Compensation

information required by Item 11 will be contained in the 2024 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2023, and is incorporated herein by reference.

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

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required by Item 12 will be contained in the 2024 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2023, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Relationships and Related Transactions, and Director Independence

information required by Item 13 will be contained in the 2024 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2023, and is incorporated herein by reference.

Principal Accountant Fees and Services

Accountant Fees and Services

information required by Item 14 will be contained in the 2024 Proxy Statement, to be filed with the SEC within 120 days after December

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Notes to Consolidated Financial Statements

(2) Financial

Statement Schedules—None.

We have omitted financial statement schedules because they

are not required or are not applicable, or the required information is shown in the financial

statements or notes to the financial statements.

Financial Statement Schedules—None.

We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown

in the financial statements or notes to the financial statements.

following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Articles of Amendment and Restatement (1)

Articles of Amendment (2)

Articles of Amendment (3)

of Amendment and Restatement (1)

Articles of Amendment (2)

Second Amended and Restated Bylaws (4)

Form of Common Stock Certificate (5)

Base Indenture, dated March 28, 2018, by and between the Registrant and U.S.

of Amendment (3)

of Amendment (4)

Amended and Restated Bylaws (4)

of Common Stock Certificate (5)

Indenture, dated March 28, 2018, by and between the Registrant and U.S.

Bank National Association, as trustee (6)

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Bank National Association, as trustee (7)

Form of 6.00% Notes due 2026 (incorporated by reference to Exhibit 4.3) (7)

Description of Securities (8)

Dividend Reinvestment Plan (1)

SuRo Capital Corp.

of 6.00% Notes due 2026 (incorporated by reference to Exhibit 4.3) (7)

of Securities (8)

Reinvestment Plan (1)

Capital Corp.

Amended and Restated 2019 Equity Incentive Plan (9)

Form of SuRo Capital Corp.

of SuRo Capital Corp.

Restricted Stock Agreement (Non-Employee Directors) (9)

1 unchanged sentence

Restricted Stock Agreement (Employees and Officers) (9)

Form of SuRo Capital Corp.

of SuRo Capital Corp.

Non-Qualified Stock Option Award (9)

1 unchanged sentence

Bank National Association (10)

Custody Agreement, dated October 28, 2022, by and between the Registrant and U.S.

Agreement, dated October 28, 2022, by and between the Registrant and U.S.

Bank Trust Company, National Association, as Custodian.

Document Custody Agreement, dated October 28, 2022, by and between the Registrant and U.S.

Bank Trust Company, National Association, as Document Custodian.

Form of Indemnification Agreement by and between the Company and each of its directors (1)

Second Amended and Restated Employment Agreement, dated April 26, 2021, by and between Sutter Rock Capital Corp.

Custody Agreement, dated October 28, 2022, by and between the Registrant and U.S.

Bank Trust Company, National Association, as Document

Custody Agreement, dated April 19, 2023, by and between the Registrant and Western Alliance Trust Company, N.A., as Custodian.

of Indemnification Agreement by and between the Company and each of its directors (1)

Amended and Restated Employment Agreement, dated April 26, 2021, by and between Sutter Rock Capital Corp.

and Allison Green (12)

Amendment No.

1 to Second Amended and Restated Employment Agreement, dated March 10, 2022, by and between SuRo Capital Corp.

and Allison Green (8)

At-the-Market Sales Agreement dated as of July 29, 2020, by and among SuRo Capital Corp., BTIG LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.

Amendment No.1 to the At-the-Market Sales Agreement, dated as of September 23, 2020, by and among SuRo Capital Corp., BTIG LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.

Code of Ethics*

Code of Business Conduct and Ethics (15)

Amendment No.

1 to Second Amended and Restated Employment Agreement, dated November 28, 2023, by and between SuRo Capital Corp.

Amendment No.

2 to Second Amended and Restated Employment Agreement, dated November 28, 2023, by and between SuRo Capital Corp.

and Allison Green*

At-the-Market

Sales Agreement dated as of July 29, 2020, by and among SuRo Capital Corp., BTIG LLC, JMP Securities LLC, and Ladenburg Thalmann

No.1 to the At-the-Market Sales Agreement, dated as of September 23, 2020, by and among SuRo Capital Corp., BTIG LLC, JMP Securities

LLC, and Ladenburg Thalmann & Co., Inc.

of Ethics (16)

of Business Conduct and Ethics (17)

List of Subsidiaries (Included in the notes to the consolidated financial statements contained in this report)*

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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

SuRo Capital Corp.

Dodd-Frank Compensation Recoupment Policy*

Report of Marcum LLP regarding the Senior Securities table*

Report of Deloitte & Touche LLP regarding the Senior Securities table (6)

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

of Deloitte & Touche LLP regarding the Senior Securities table (6)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

filed in connection with Pre-Effective Amendment No.

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by reference herein.

Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No.

814-00852) filed

on March 11, 2022 and incorporated by reference herein.

filed in connection with the Registrant’s Annual Report on Form 10-K (File No.

814-00852) filed on March 11, 2022 and incorporated

by reference herein.

filed in connection with the Registrant’s Registration Statement on Form S-8 (File No.

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by reference herein.

Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No.

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on August 3, 2020 and incorporated

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by reference herein.

filed in connection with the Registrant’s Annual Report on Form 10-K (File No.

814-00852), filed on March 13, 2020 and incorporated

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852), filed on April 20, 2023 and incorporated

by reference herein.

Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No.

814-00852), filed on March 16, 2023 and

incorporated by reference herein.

Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No.

814-00852), filed on March 13, 2020 and

incorporated by reference herein.

Filed herewith.

Form 10-K Summary

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March 14, 2024

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

President and Chief Executive Officer

Executive Officer)

March 14, 2024

Allison Green

Chief Financial

Officer, Chief Compliance Officer,

Treasurer, and Corporate Secretary

(Principal Financial and Accounting Officer)

Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary

Financial and Accounting Officer)

March 14, 2024

3 unchanged sentences

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 9A. Controls and Procedures