What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-12 · 88 added, 62 removed, 240 unchanged (38% of the section changed)

115 unchanged sentences

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

Insider Trading Arrangements

the fiscal year ended December 31, 2025, 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

2 unchanged sentences

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

of Chief Compliance Officer

On March 9, 2026, our Board of Directors appointed James Nash, age 45,

to serve as our Chief Compliance Officer effective March 15, 2026, pursuant to an agreement between us and Adviser Compliance Associates,

LLC (d/b/a “ACA Group”).

Allison Green has served as our Chief Compliance Officer since March 2020.

Green currently serves, and will continue to serve, as Chief Financial

Officer of the Company.

Nash serves as an Outsourced Chief Compliance Officer for ACA’s

registered fund clients and has over 20 years of 1940 Act registered fund accounting, administration, legal and compliance experience.

He has served as named CCO for multiple registered fund complexes including exchange-traded funds, traditional open-end mutual funds and

closed-end funds, and is a frequent contributor to fund industry legal and compliance commentary.

Nash joined ACA as a Director, Fund

Chief Compliance Officer in 2016.

Prior to joining ACA, he served as a Regulatory Administration Advisor with JPMorgan, providing

comprehensive regulatory, compliance and fund governance support to registered fund clients.

Nash’s prior experience includes

supervisory roles with State Street and Pioneer Investments, where he gained operational experience in fund accounting, financial reporting

and administration.

He received his BA in Economics from Boston University, his JD from Suffolk University Law School and is licensed

to practice law in the Commonwealth of Massachusetts.

There are no family relationships between Mr.

Nash and any of the directors

or executive officers of the Company, and there are no transactions in which Mr.

Nash has an interest requiring disclosure under Item

404(a) of Regulation S-K.

There is no arrangement or understanding between Mr.

Nash and any other person pursuant to which Mr.

appointed as an officer of the Company.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

information required by Item 10 will be contained in the 2026 Proxy Statement, to be filed with the SEC within 120 days after December

11 unchanged sentences

is required by rules of the SEC or NASDAQ.

Executive Compensation

information required by Item 11 will be contained in the 2026 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2025, and is incorporated herein by reference.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

information required by Item 12 will be contained in the 2026 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2025, and is incorporated herein by reference.

Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions, and Director Independence

information required by Item 13 will be contained in the 2026 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2025, and is incorporated herein by reference.

Accountant Fees and Services

Principal Accountant Fees and Services

information required by Item 14 will be contained in the 2026 Proxy Statement, to be filed with the SEC within 120 days after December

19 unchanged sentences

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

Articles of Amendment and Restatement (1)

Articles of Amendment (2)

Articles of Amendment (3)

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)

Second Supplemental Indenture, dated December 17, 2021, relating to the 6.00% Notes due 2026, by and between the Company and U.S.

of Amendment and Restatement (1)

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.

Bank National Association, as trustee (6)

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.

Supplemental Indenture, dated December 17, 2021, relating to the 6.00% Notes due 2026, by and between the Company and U.S.

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.

Amended and Restated 2019 Equity Incentive Plan (9)

SuRo Capital Corp.

Second Amended and Restated 2019 Equity Incentive Plan (10)

Form of SuRo Capital Corp.

17 unchanged sentences

and Allison Green (17)

Amendment No.

2 to Second Amended and Restated Employment Agreement, dated May 29, 2025, by and between SuRo Capital Corp.

Amendment No.

3 to Second Amended and Restated Employment Agreement, dated May 29, 2025, by and between SuRo Capital Corp.

and Allison Green (18)

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.

4 unchanged sentences

Notes Purchase Agreement, dated August 6, 2024, by and between the Registrant and the purchaser party thereto (20)

Amended and Restated Notes Purchase Agreement, dated December 12, 2025, by and between the Registrant and the purchaser party thereto*

Code of Ethics (15)

3 unchanged sentences

Consent of Marcum LLP*

Consent of CBIZ CPAs P.C.*

Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*

5 unchanged sentences

Report of Marcum LLP regarding the Senior Securities table*

Report of CBIZ CPAs P.C.

regardiing the Senior Securities Table*

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

Previously filed in connection with Pre-Effective Amendment

Previously filed in connection with Pre-Effective Amendment No.

2 to the Registrant’s Registration Statement on Form N-2 (File 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.

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.

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.

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

Previously filed in connection with Pre-Effective Amendment No.

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

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

by reference herein.

Previously filed in connection with the Registrant’s

Registration Statement on Form N-2 (File No.

333-175655), filed on September 20, 2011, 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.

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.

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.

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.

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

333-287921) filed on June 10, 2025, 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.

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.

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.

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.

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.

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.

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.

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

814-00852), filed on May 30, 2025, 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.

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

16 unchanged sentences

March 11, 2026

/s/ Leonard A.

March 11, 2026

/s/ Ronald M.

March 11, 2026

/s/ Marc Mazur

March 11, 2026

/s/ Lisa Westley

March 11, 2026

Richard Szuch

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