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, 2024, 2023 and 2022, 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 11, 2025 was $5.27 per share, which represented an approximately
21.1% discount to our NAV of $6.68 per share as of December 31, 2024.
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 2024
Fourth Quarter
$ 6.68
$ 6.38
$ 4.62
(4.5 )%
(30.8 )%
Third Quarter
6.73
4.93
3.63
(26.7 )
(46.1 )
Second Quarter
6.94
4.46
3.76
(35.7 )
(45.8 )
First Quarter
7.17
4.72
3.39
(34.2 )
(52.7 )
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 )
(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 11, 2025, there were 17 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 generally 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, 2024. 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 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 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. To the extent all our ordinary income and capital gains
are timely distributed to our stockholders as dividends, 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, 2024 for more information. The Taxable Subsidiaries included in our Consolidated Financial Statements are subject to U.S.
federal income tax imposed at corporate rates on their income, regardless of whether we are taxed as a RIC. The Taxable Subsidiaries
are not consolidated for U.S. federal 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.
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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, 2024:
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
—
—
567,940
Equity
compensation plans not approved by security holders
—
—
—
Total
567,940
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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, 2024. The graph assumes that, on December
31, 2019, a person invested $100.00 in our common stock, at the closing price of our common stock on December 31, 2019, 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.
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
SSSS
$ 100.00
$ 216.67
$ 374.27
$ 111.11
$ 115.20
$ 171.93
S&P 500 Index
$ 100.00
$ 116.26
$ 147.52
$ 118.84
$ 147.64
$ 182.05
Nasdaq Stock Index
$ 100.00
$ 143.64
$ 174.36
$ 116.65
$ 167.30
$ 215.22
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, 2024 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, 2024
—
$ —
—
$ 20,686,087
February 1 through February 28, 2024
—
—
—
20,686,087
March 1 through March 31, 2024
—
—
—
20,686,087
April
1 through April 30, 2024
2,000,000
4.70
2,000,000
20,686,087
May 1 through May 31, 2024
—
—
—
20,686,087
June 1 through June 30, 2024
—
—
—
20,686,087
July 1 through July 31, 2024
—
—
—
20,686,087
August 1 through August 31, 2024
12,000
3.84
—
20,686,087
September 1 through September 30, 2024
—
—
—
20,686,087
October 1 through October 31, 2024
—
—
—
25,000,000
November 1 through November 30, 2024
81,257
5.11
—
25,000,000
December 1 through December
31, 2024
9,843
5.49
—
25,000,000
Total
2,103,100
2,000,000
On
February 20, 2024, we commenced the Modified Dutch Auction Tender Offer to purchase up to 2,000,000 shares of our common stock from our
stockholders, which expired on April 1, 2024. In accordance with the terms of the Modified Dutch Auction Tender Offer, we selected the
lowest price per share of not less than $4.00 per share and not greater than $5.00 per share.
Pursuant
to the Modified Dutch Auction Tender Offer, we repurchased 2,000,000 shares, representing 7.9% of our outstanding shares, on or about
April 5, 2024 at a price of $4.70 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 (the “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
October 29, 2024, our Board of Directors approved an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the Share Repurchase Program until the earlier of (i) October 31,
2025 or (ii) the repurchase of $64.3 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, 2024, we did not repurchase any shares of common
stock under the Share Repurchase Program. As of December 31, 2024, the dollar value of shares that remained available to be
purchased under the Share Repurchase Program was approximately $25.0 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.
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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, 2024, 2023, 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)
Involuntary
Liquidation Preference Per Unit (3)
Average
Market Value Per Unit
6.50%
Convertible Notes due 2029
Fiscal 2024 (9)
$ 30,000,000
$ 3,110
—
N/A
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
—
5,884
—
N/A
Fiscal 2017
—
3,968
—
N/A
Fiscal 2016
—
3,784
—
N/A
Fiscal 2015
—
4,884
—
N/A
6.00%
Notes due 2026
Fiscal 2024 (4)
$ 44,667,400
$ 3,110
—
$ 24.20
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
4.75%
Convertible Senior Notes due 2023
Fiscal 2024
$ —
$ 3,110
—
N/A
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
5.25%
Convertible Senior Notes due 2018
Fiscal 2024
$ —
$ 3,110
—
N/A
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
Credit
Facility
Fiscal 2024
$ —
$ 3,110
—
N/A
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
(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. During the year ended December 31, 2024, 1,213,304 units of the 6.00% Notes
due 2026 representing $30,332,600 in principal were repurchased.
(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.
(9) The
6.50% Convertible Notes due 2029 were issued on August 14, 2024 in the amount of $25.0 million and on October 9, 2024 in the amount of $5.0 million.
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Item
6. Reserved