What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-11 compared with 2025-03-12 · 201 added, 162 removed, 186 unchanged (66% of the section changed)

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

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.

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.

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

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

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.

High Close Price as a Premium/(Discount)

Close Price as a Premium/(Discount)

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, 2025, 2024 and 2023, 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.

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

closing market price of our common stock on March 10, 2026 was $9.68 per share, which represented an approximately 19.7% premium

to our NAV of $8.09 per share as of December 31, 2025.

High Close Price

as a Premium/(Discount)

Low Close Price

a Premium/(Discount)

Fourth Quarter

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First Quarter

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.

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 10, 2026, there were 17 holders of record of our common stock (including Cede & Co.).

Distributions

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.

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.

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

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

Date Declared

November 16, 2015

December 31, 2015

August 3, 2016 (2)

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January 14, 2022

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.

March 8, 2022 (15)

March 25, 2022

April 15, 2022

July 3, 2025 (16)

July 21, 2025

July 31, 2025

November 21, 2025

December 5, 2025

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.

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.

of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from

realized gains.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

All of the $5,972,027 distribution

paid on July 31, 2025 represented a distribution from realized gains.

None of the distribution represented a return of capital.

All of the $6,281,422 distribution

paid on December 5, 2025 represented a distribution from realized gains.

None of the distribution represented a return of capital.

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

38 unchanged sentences

Such income tax expenses and deferred taxes, if any, will be reflected in our Consolidated Financial Statements.

Authorized for Issuance under Equity Compensation Plans

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.

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.

Securities Authorized for Issuance

under Equity Compensation Plans

July 31, 2019, our Board of Directors originally 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.

On April 1, 2025, the Board of Directors approved and adopted the Second Amended and Restated 2019 Equity Incentive

Plan, and on May 28, 2025, stockholders approved the Second Amended and Restated 2019 Equity Incentive Plan (the “Second Amended

Equity Incentive Plan”), which amended, restated and superseded the Company’s Amended Equity Incentive Plan.

The Second 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 Second 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.

following table details the securities authorized for issuance under our equity compensation plans as of December 31, 2025:

Plan Category

of securities to be issued upon exercise of outstanding options, warrants and rights

2 unchanged sentences

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation

plans approved by security holders

compensation plans not approved by security holders

Equity compensation plans approved

by security holders

Equity compensation plans

not approved by security holders

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

21 unchanged sentences

March 1 through March 31, 2025

1 through April 30, 2024

April 1 through April 30, 2025

May 1 through May 31, 2025

6 unchanged sentences

December 1 through December 31, 2025

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.

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.

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.

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.

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.

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, 2025, 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, 2026 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, 2025, we did not repurchase any shares

of common stock under the Share Repurchase Program.

As of December 31, 2025, the dollar value

of shares that remained available to be purchased under the Share Repurchase Program was

approximately $25.0 million.

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, 2024, 2023, 2022, 2021 and 2020, is

The report of our

independent registered public accounting firm, CBIZ CPAs P.C., on the senior securities table, as of December 31, 2025, is

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

The report of our former independent registered public accounting firm,

Marcum LLP, on the senior securities table, as of December 31, 2024, 2023, 2022 and 2021, is attached as an exhibit to this annual

report on Form 10-K.

Amount Outstanding Exclusive of Treasury Securities (1)

2 unchanged sentences

Market Value Per Unit

Convertible Notes due 2029

6.50% Convertible

Notes due 2029

Fiscal 2025 (4)

Fiscal 2024 (5)

6.00% Notes due

3 unchanged sentences

Fiscal 2022 (6)

Convertible Senior Notes due 2023

Fiscal 2021 (6)

4.75% Convertible

Senior Notes due 2023

Fiscal 2021 (7)

Convertible Senior Notes due 2018

Fiscal 2020 (7)

5.25% Convertible

Senior Notes due 2018

Fiscal 2018 (8)

Credit Facility

Fiscal 2019 (9)

14 unchanged sentences

the stated time periods.

(4) On January 16, 2025, an additional $5.0 million of 6.50% Convertible Notes due 2029 were issued.

(5) 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.

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.

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

During the year ended December 31, 2025, 353,503 units of the 6.00% Notes due

2026 representing $8,837,575 in principal were repurchased.

the year ended December 31, 2020, we issued 174,888 shares of our common stock and cash for

10 unchanged sentences

which matured on December 31, 2016.

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.

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