What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-12 compared with 2024-03-14 · 110 added, 102 removed, 192 unchanged (52% of the section changed)

and Procedures

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

33 unchanged sentences

Based on this assessment, management determined that our internal control over financial reporting was effective as of December 31, 2024.

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

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

Changes in Internal Control Over Financial Reporting

2 unchanged sentences

affect, our internal control over financial reporting.

Other Information

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

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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.

our outstanding 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029 as of December 31, 2024.

expenses,” which we calculate to equal approximately $1.6 million, are estimated based

upon actual “Other expenses” for the year ended December 31, 2024.

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.

assets attributable to common stock,” which we calculate to equal approximately $157.6

million, reflect our net assets for the year ended December 31, 2024.

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

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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

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.

Trading Arrangements

the fiscal quarter ended December 31, 2024, no director or officer of the Company entered into or terminated any (i) contract, instruction

or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule

10b5-1 (c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.

Company has adopted insider trading policies and procedures governing the purchase, sale, and disposition of the Company’s securities

by officers and directors of the Company that are reasonably designed to promote compliance with insider trading laws, rules and regulations.

Disclosure Regarding Foreign Jurisdictions that Prevent

Executive Officers and Corporate Governance

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Notes to Consolidated 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.

(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.

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

of Amendment and Restatement (1)

Articles of Amendment and Restatement (1)

Articles of Amendment (2)

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.

Articles of Amendment (3)

Articles of Amendment (4)

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.

Bank National Association, as trustee (6)

1 unchanged sentence

Bank National Association, as trustee (7)

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

of Securities (8)

Reinvestment Plan (1)

Capital Corp.

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.

Amended and Restated 2019 Equity Incentive Plan (9)

of SuRo Capital Corp.

Form of SuRo Capital Corp.

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

1 unchanged sentence

Restricted Stock Agreement (Employees and Officers) (9)

of SuRo Capital Corp.

Form of SuRo Capital Corp.

Non-Qualified Stock Option Award (9)

Custody Agreement dated April 14, 2011 by and between the Registrant and U.S.

Bank National Association (10)

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

Bank Trust Company, National Association, as Custodian.

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.

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.

and Allison Green (10)

Amendment No.

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

5 unchanged sentences

and Allison Green (16)

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)

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.

Amendment No.

2 to the At-the-Market Sales Agreement, dated as of November 8, 2024, by and among SuRo Capital Corp., BTIG, LLC, Citizens JMP Securities, LLC, Ladenburg Thalmann & Co.

Inc., and Barrington Research Associates, Inc.

Notes Purchase Agreement, dated August 6, 2024, by and between the Registrant and the purchaser party thereto (18)

Code of Ethics (14)

Code of Business Conduct and Ethics (15)

Insider Trading Policy*

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

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Report of Marcum LLP regarding the Senior Securities table*

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.

2 to the Registrant’s Registration Statement on Form N-2 (File No.

filed on March 30, 2011, and incorporated by reference herein.

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

814-00852), filed on June 1, 2011, and incorporated

by reference herein.

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

814-00852) filed on August 1, 2019, and incorporated

by reference herein.

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

814-00852) filed on June 16, 2020, and incorporated

by reference herein.

filed in connection with Pre-Effective Amendment No.

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

Previously filed in connection with Pre-Effective Amendment

2 to the Registrant’s Registration Statement on Form N-2 (File No.

filed on September 20, 2011, and incorporated by reference herein.

filed in connection with the Registrant’s Registration Statement on Form N-2 (File No.

333-239681), filed on July 2, 2020 and

incorporated by reference herein.

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

814-00852) filed on December 17, 2021 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.

333-239662) filed on July 2, 2020, and

incorporated by reference herein.

filed in connection with Pre-Effective Amendment No.

333-171578), filed on March 30, 2011, and incorporated by

reference herein.

Previously filed in connection with the Registrant’s

Current Report on Form 8-K (File No.

814-00852), filed on June 1, 2011, and incorporated by reference herein.

Previously filed in connection with the Registrant’s

Current Report on Form 8-K (File No.

814-00852) filed on August 1, 2019, and incorporated by reference herein.

Previously filed in connection with the Registrant’s

Current Report on Form 8-K (File No.

814-00852) filed on June 16, 2020, and incorporated by reference herein.

Previously filed in connection with Pre-Effective Amendment

3 to the Registrant’s Registration Statement on Form N-2 (File No.

filed on April 15, 2011, and incorporated by reference herein.

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

814-00852) filed on November 1, 2022, and incorporated

by reference herein.

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

814-00852), filed on May 6, 2021 and incorporated

by reference herein.

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

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

by reference herein.

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

333-175655), filed on September 20, 2011, and incorporated

by reference herein.

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.

Previously filed in connection with the Registrant’s

Registration Statement on Form N-2 (File No.

333-239681), filed on July 2, 2020 and incorporated by reference herein.

Previously filed in connection with the Registrant’s

Current Report on Form 8-K (File No.

814-00852) filed on December 17, 2021 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 11, 2022 and incorporated by reference herein.

Previously filed in connection with the Registrant’s

Registration Statement on Form S-8 (File No.

333-239662) filed on July 2, 2020, and incorporated by reference herein.

Previously filed in connection with the Registrant’s

Quarterly Report on Form 10-Q (File No.

814-00852), filed on May 6, 2021 and incorporated by reference herein.

Previously filed in connection with the Registrant’s

Current Report on Form 8-K (File No.

814-00852) filed on August 3, 2020 and incorporated by reference herein.

Previously filed in connection with the Registrant’s

Current Report on Form 8-K (File No.

814-00852) filed on September 23, 2020 and incorporated by reference herein.

Previously 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.

Previously filed in connection with the Registrant’s

Annual Report on Form 10-K (File No.

814-00852), filed on March 14, 2024 and incorporated by reference herein.

Previously filed in connection with the Registrant’s

Current Report on Form 8-K (File No.

814-00852), filed on November 8, 2024 and incorporated by reference herein.

Previously filed in connection with the Registrant’s

Quarterly Report on Form 10-Q (File No.

814-00852), filed on August 8, 2024 and incorporated by reference herein.

Filed herewith.

Form 10-K Summary

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

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March 12, 2025

/s/ Leonard A.

March 12, 2025

/s/ Ronald M.

March 12, 2025

/s/ Marc Mazur

March 12, 2025

/s/ Lisa Westley

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