Item 5. Market for Registrant’s Common Equity
Item
5. 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 NAV per share. It is not possible to predict whether our common stock will trade at, above or below
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, 2023, 2022 and 2021, the NAV 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
NAV 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 13, 2024 was $4.36 per share, which
represented an approximately 45.4% discount to our NAV of $7.99 per share as of December 31, 2023.
Price Range
High Close
Price as a
Premium/(Discount)
Low Close
Price as a
Premium/(Discount)
NAV (1)
High
Low
to NAV (2)
to NAV (2)
Fiscal 2023
Fourth Quarter
$ 7.99
$ 4.32
$ 3.51
(45.9 )%
(56.1 )%
Third Quarter
8.41
4.31
3.19
(48.8 )
(62.1 )
Second Quarter
7.35
3.93
3.20
(46.5 )
(56.5 )
First Quarter
7.59
4.64
2.93
(38.9 )
(61.4 )
Fiscal 2022
Fourth Quarter
$ 7.39
$ 4.38
$ 3.67
(40.7 )%
(50.3 )%
Third Quarter
7.83
6.81
3.87
(13.0 )
(50.6 )
Second Quarter
9.24
8.94
6.33
(3.2 )
(31.5 )
First Quarter
12.22
13.36
8.27
9.3
(32.3 )
Fiscal 2021
Fourth Quarter
$ 11.72
$ 15.60
$ 11.41
33.1 %
(2.6 )%
Third Quarter
14.79
16.25
12.19
9.9
(17.6 )
Second Quarter
16.56
15.52
13.07
(6.3 )
(21.1 )
First Quarter
18.01
15.43
12.33
(14.3 )
(31.5 )
(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.
Holders
As
of March 13, 2024, there were 19 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. 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.
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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, 2023. The table is divided by fiscal year according to record date:
Date Declared
Record Date
Payment Date
Amount per Share
Fiscal 2015:
November 4, 2015 (1)
November 16, 2015
December 31, 2015
$ 2.76
Fiscal 2016:
August 3, 2016 (2)
August 16, 2016
August 24, 2016
0.04
Fiscal 2019:
November 5, 2019 (3)
December 2, 2019
December 12, 2019
0.20
December 20, 2019 (4)
December 31, 2019
January 15, 2020
0.12
Fiscal 2020:
July 29, 2020 (5)
August 11, 2020
August 25, 2020
0.15
September 28, 2020 (6)
October 5, 2020
October 20, 2020
0.25
October 28, 2020 (7)
November 10, 2020
November 30, 2020
0.25
December 16, 2020 (8)
December 30, 2020
January 15, 2021
0.22
Fiscal 2021:
January 26, 2021 (9)
February 5, 2021
February 19, 2021
0.25
March 8, 2021 (10)
March 30, 2021
April 15, 2021
0.25
May 4, 2021 (11)
May 18, 2021
June 30, 2021
2.50
August 3, 2021 (12)
August 18, 2021
September 30, 2021
2.25
November 2, 2021 (13)
November 17, 2021
December 30, 2021
2.00
December 20, 2021 (14)
December 31, 2021
January 14, 2022
0.75
Fiscal 2022:
March 8, 2022 (15)
March 25, 2022
April 15, 2022
0.11
Total
$ 12.10
(1)
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. As a result of stockholder
elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding
shares prior to the distribution, as well as cash of $26,358,885. The number of shares of common stock comprising the stock portion
was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share
of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share distribution represented a return of capital.
(2)
Of
the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented
a return of capital.
(3)
All
of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains. None of the distribution
represented a return of capital.
(4)
All
of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains. None of the distribution
represented a return of capital.
(5)
All
of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains. None of the distribution represented
a return of capital.
(6)
All
of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized gains. None of the distribution
represented a return of capital.
(7)
All
of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from realized gains. None of the distribution
represented a return of capital.
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(8)
All
of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized gains. None of the distribution
represented a return of capital.
(9)
All
of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from realized gains. None of the distribution
represented a return of capital.
(10)
All
of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized gains. None of the distribution represented
a return of capital.
(11)
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. As a result of stockholder
elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding
shares prior to the distribution, as well as cash of $29,987,589. The number of shares of common stock comprising the stock portion
was calculated based on a price of $13.07 per share, which equaled the average of the volume weighted-average trading price per share
of our common stock on May 12, 13, and 14, 2021. None of the $2.50 per share distribution represented a return of capital.
(12)
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. As a result of stockholder
elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding
shares prior to the distribution, as well as cash of $29,599,164. The number of shares of common stock comprising the stock portion
was calculated based on a price of $13.55 per share, which equaled the average of the volume weighted-average trading price per share
of our common stock on August 11, 12, and 13, 2021. None of the $2.25 per share distribution represented a return of capital.
(13)
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. As a result of stockholder
elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding
shares prior to the distribution, as well as cash of $28,494,812. The number of shares of common stock comprising the stock portion
was calculated based on a price of $13.39 per share, which equaled the average of the volume weighted-average trading price per share
of our common stock on November 11, 12, and 13, 2021. None of the $2.00 per share distribution represented a return of capital.
(14)
All
of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from realized gains. None of the distribution
represented a return of capital.
(15)
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.
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 (“DRIP”), except in the case of stockholders who elect to receive dividends and/or
long-term capital gains distributions in cash. Under the DRIP, 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 DRIP 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 DRIP, 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. 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, 2023 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.
Securities
Authorized for Issuance under Equity Compensation Plans
On
July 31, 2019, our Board of Directors approved and adopted the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan (the
“Amended Equity Incentive Plan,”) and on June 19, 2020, stockholders approved the Amended Equity Incentive Plan. The Amended
Equity Incentive Plan provides stock-based awards as long-term incentive compensation to our employees, including our executive officers.
We use stock-based awards to (i) attract and retain key employees and officers, (ii) motivate employees and officers by means of performance-related
incentives to achieve long-range performance goals, (iii) enable employees and officers to participate in our long-term growth, (iv)
link employees’ compensation to the long-term interests of stockholders, (v) recognize individual contributions to corporate strategic
priorities and to our long-term performance and (vi) provide competitive total direct compensation. The Compensation Committee of the
Board of Directors (the “Compensation Committee”) has authority to select the persons to receive stock-based awards, and
our Board of Directors may also grant awards and administer the Amended Equity Incentive Plan in its sole discretion. At the time of
each award, the Compensation Committee determines the terms of the award in its sole discretion, including any performance period (or
periods) and any performance objectives relating to the award. We do not have any equity compensation plan that has not been approved
by our stockholders.
The
following table details the securities authorized for issuance under our equity compensation plans as of December 31, 2023:
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders
-
-
474,432
Equity compensation plans not approved by security holders
-
-
-
Total
474,432
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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, 2023. The graph assumes that, on December
31, 2018, a person invested $100.00 in our common stock, at the closing price of our common stock on December 31, 2018, 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.
12/31/18
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
SSSS
$ 100.00
$ 131.56
$ 285.00
$ 491.94
$ 146.08
$ 151.46
S&P 500 Index
$ 100.00
$ 128.88
$ 149.83
$ 190.13
$ 153.16
$ 190.27
Nasdaq Stock Index
$ 100.00
$ 135.23
$ 194.24
$ 235.78
$ 157.74
$ 226.24
The
graph and other information furnished under this Part II, Item 5 of this 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.
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Issuer
Purchases of Equity Securities (1)
Information
relating to our purchases of our common stock during the year ended December 31, 2023 is as follows:
Period
Total
Number
of
Shares
Purchased (2)
Average
Price
Paid
Per
Share
Total
Number
of
Shares
Purchased
as
Part
of Publicly
Announced
Plans
or Programs
Approximate
Dollar
Value of
Shares
that May
Yet
Be Purchased
Under
the Share
Repurchase
Program
January
1 through January 31, 2023
—
$ —
—
$ 16,364,771
February
1 through February 28, 2023
—
—
—
16,364,771
March
1 through March 31, 2023
—
—
—
16,364,771
April
1 through April 30, 2023
3,000,000
4.50
3,000,000
16,364,771
May
1 through May 31, 2023
—
—
—
16,364,771
June
1 through June 30, 2023
—
—
—
16,364,771
July
1 through July 31, 2023
—
—
—
16,364,771
August
1 through August 31, 2023
69,990
3.62
69,990
21,111,429
September
1 through September 30, 2023
116,503
3.65
116,503
20,686,087
October
1 through October 31, 2023
—
—
—
20,686,087
November
1 through November 30, 2023
49,300
3.97
—
20,686,087
December
1 through December 31, 2023
76,750
4.04
—
20,686,087
Total
3,312,543
3,186,493
On
March 17, 2023, we commenced the Modified Dutch Auction Tender Offer to purchase up to 3,000,000 shares of our common stock from our stockholders, which expired on April 17, 2023. In accordance
with the terms of the Modified Dutch Auction Tender Offer, we selected the lowest price per share of not less than $3.00 per
share and not greater than $4.50 per share.
Pursuant
to the Modified Dutch Auction Tender Offer, we repurchased 3,000,000 shares, representing 10.6% of our outstanding shares,
on or about April 21, 2023 at a price of $4.50 per share. We used available cash to fund the purchase of our shares of
common stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.
(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. Following several intervening approvals from our Board of
Directors to increase the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase
Program and/or extend the Share Repurchase Program to later expiration dates, most recently, on August 7, 2023, our Board of
Directors approved an extension of the Share Repurchase Program under the earlier of (i) October 31, 2024 or (ii) the repurchase of
$60.0 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, 2023, we repurchased 186,493 shares of common stock under the Share
Repurchase Program. As of December 31, 2023, the dollar value of shares that remained available to be purchased under
the Share Repurchase Program was approximately $20.7 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. The report of our
independent registered public accounting firm, Marcum LLP, on the senior securities table, as of December 31, 2023, 2022, 2021, 2020
and 2019, is attached as an exhibit to this annual report on Form 10-K.
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Class and Year
Total Amount Outstanding Exclusive of Treasury Securities (1)
Asset Coverage Ratio Per Unit (2)
Involuntary Liquidation Preference Per Unit (3)
Average Market Value Per Unit
6.00% Notes due 2026
Fiscal 2023 (4)
$ 75,000,000
$ 3,711
—
$ 23.40
Fiscal 2022 (4)
75,000,000
3,800
—
24.83
Fiscal 2021 (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
4.75% Convertible Senior Notes due 2023
Fiscal 2023
$ —
$ 3,711
—
N/A
Fiscal 2022
—
3,800
—
N/A
Fiscal 2021 (5)
—
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
5.25% Convertible Senior Notes due 2018
Fiscal 2023
$ —
$ 3,711
—
N/A
Fiscal 2022
—
3,800
—
N/A
Fiscal 2021
—
5,865
—
N/A
Fiscal 2020
—
8,892
—
N/A
Fiscal 2019
—
5,998
—
N/A
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
Credit Facility
Fiscal 2023
$ —
$ 3,711
—
N/A
Fiscal 2022
—
3,800
—
N/A
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
(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.
(4)
The
6.00% Notes due 2026 were issued on December 17, 2021.
(5)
For
the year ended December 31, 2020, we issued 174,888 shares of our 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, National Association, which matured on May 31, 2019.
(8)
Represents
amounts under the $18.0 million Credit Facility with Silicon Valley Bank, National Association, which matured on December 31, 2016.
Item
6. [Reserved]
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