UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE QUARTERLY PERIOD ENDED March 31, 2026
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION
FILE NUMBER: 814-00852
SuRo
Capital Corp.
(Exact
name of registrant as specified in its charter)
Maryland
27-4443543
(State
or other jurisdiction of incorporation or organization)
(I.R.S.
Employer Identification No.)
640
Fifth Avenue , 12th Floor , New York , NY
10019
(Address
of principal executive offices)
(Zip
Code)
(212) 931-6331
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading
Symbol
Name
of Each Exchange on Which Registered
Common
Stock, par value $0.01 per share
SSSS
Nasdaq
Global Select Market
6.00%
Notes due 2026
SSSSL
Nasdaq
Global Select Market
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). YES ☒ NO ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Smaller
reporting company ☐
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
issuer had 26,070,208 shares of common stock, $ 0.01 par value per share, outstanding as of May 5, 2026.
SURO
CAPITAL CORP.
TABLE
OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item
1.
Financial Statements
1
Condensed Consolidated Statements of Assets and Liabilities as of March 31, 2026 (Unaudited) and December 31, 2025
1
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)
2
Condensed Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2026 and 2025 (Unaudited)
3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)
4
Condensed Consolidated Schedule of Investments as of March 31, 2026 (Unaudited)
5
Condensed Consolidated Schedule of Investments as of December 31, 2025
10
Notes to Condensed Consolidated Financial Statements as of March 31, 2026 (Unaudited)
15
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
45
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
56
Item
4.
Controls and Procedures
57
PART II. OTHER INFORMATION
Item
1.
Legal Proceedings
58
Item
1A.
Risk Factors
58
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
58
Item
3.
Defaults Upon Senior Securities
58
Item
4.
Mine Safety Disclosures
58
Item
5.
Other Information
58
Item
6.
Exhibits
59
Signatures
60
i
TABLE OF CONTENTS
PART
I
Item
1. Financial Statements
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
March 31, 2026 (UNAUDITED)
December 31, 2025 (AUDITED)
ASSETS
Investments at fair value:
Non-controlled/non-affiliate investments (cost of $ 223,515,250 and $ 219,216,145 , respectively)
$ 381,596,305
$ 217,304,138
Non-controlled/affiliate investments (cost of $ 21,609,640 and $ 21,609,640 , respectively)
6,938,346
8,207,367
Total Investments (cost of $ 245,124,890 and $ 240,825,785 , respectively)
388,534,651
225,511,505
Cash
43,315,750
49,034,154
Restricted cash
—
38,741
Interest and dividends receivable
126,244
118,710
Deferred financing costs
500,275
508,310
Prepaid expenses and other assets (1)
789,236
807,302
Total Assets
433,266,156
276,018,722
LIABILITIES
6.00% Notes due December 30, 2026 (2)
35,688,549
35,642,149
6.50% Convertible Notes due August 14, 2029 (3)
34,190,631
34,131,509
Accounts payable and accrued expenses (1)
1,534,603
627,522
Dividends payable
300,791
301,291
Total Liabilities
71,714,574
70,702,471
Commitments and contingencies (Notes 7 and 10)
-
-
Net Assets
$ 361,551,582
$ 205,316,251
NET ASSETS
Common stock, par value $ 0.01 per share ( 100,000,000 authorized; 25,387,393 and 25,377,756 issued and outstanding, respectively)
$ 253,874
$ 253,778
Paid-in capital in excess of par
218,069,791
217,470,613
Accumulated net investment loss
( 7,946,424 )
( 3,967,932 )
Accumulated net realized gain on investments, net of distributions
7,764,584
6,874,070
Accumulated net unrealized appreciation/(depreciation) of investments
143,409,757
( 15,314,278 )
Net Assets
$ 361,551,582
$ 205,316,251
Net Asset Value Per Share
$ 14.24
$ 8.09
See
accompanying notes to condensed consolidated financial statements.
(1)
This
balance includes a right of use asset and corresponding operating lease liability, respectively. Refer to “Note 7—Commitments
and Contingencies— Operating Leases and Related Deposits ” for more detail.
(2)
As
of March 31, 2026, the 6.00 %
Notes due December
30, 2026 (the “ 6.00 %
Notes due 2026”) (effective interest rate of 6.43 %)
had a face value of $ 35,829,825 .
As of December 31, 2025, the 6.00 %
Notes due 2026 (effective interest rate of 7.08 %)
had a face value of $ 35,829,825 .
Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.
(3)
As
of March 31, 2026, the 6.50 %
Convertible Notes due August
14, 2029 (the “ 6.50 %
Convertible Notes due 2029”) (effective interest rate of 7.17 %)
had a face value of $ 35,000,000 .
As of December 31, 2025, the 6.50 %
Convertible Notes due 2029 (effective interest rate of 7.17 %)
had a face value of $ 35,000,000 .
Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the face
value.
1
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED )
2026
2025
Three Months Ended March 31,
2026
2025
INVESTMENT INCOME
Non-controlled/non-affiliate investments:
Interest income (1)
$ 388,213
$ 150,647
Dividend income
343,750
348,447
Total Investment Income
731,963
499,094
OPERATING EXPENSES
Compensation expense
1,976,252
1,667,835
Directors’ fees
195,562
170,565
Interest expense
1,217,194
1,259,849
Professional fees
872,729
750,224
Income tax expense
57,558
2,796
Other expenses
391,160
309,594
Total Operating Expenses
4,710,455
4,160,863
Net Investment Loss
( 3,978,492 )
( 3,661,769 )
Realized Gain/(Loss) on Investments:
Non-controlled/non-affiliated investments
890,513
( 17,951 )
Net Realized Gain/(Loss) on Investments
890,513
( 17,951 )
Realized loss on partial repurchase of 6.00 % Notes due December 30, 2026
—
( 15,873 )
Change in Unrealized Appreciation/(Depreciation) of Investments:
Non-controlled/non-affiliated investments
159,993,061
( 5,248,885 )
Non-controlled/affiliate investments
( 1,269,022 )
( 472,713 )
Controlled investments
—
8,610,476
Net Change in Unrealized Appreciation/(Depreciation) of Investments
158,724,039
2,888,878
Net Change in Net Assets Resulting from Operations
$ 155,636,060
$ ( 806,715 )
Net Change in Net Assets Resulting from Operations per Common Share:
Basic
$ 6.13
$ ( 0.03 )
Diluted (2)
$ 5.18
$ ( 0.03 )
Weighted-Average Common Shares Outstanding
Basic
25,380,755
23,571,840
Diluted (2)
30,160,470
23,571,840
See
accompanying notes to condensed consolidated financial statements.
(1)
Includes
interest income earned on cash.
(2)
For the three months ended March 31, 2025, 4,516,131 potentially dilutive
common shares were excluded from the weighted-average common shares outstanding for diluted net change in net assets resulting from operations
per common share because the effect of these shares would have been anti-dilutive. Refer to “Note 6 — Net Change in Net Assets
Resulting from Operations per Common Share — Basic and Diluted”.
2
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED )
2026
2025
Three Months Ended March 31,
2026
2025
Net Assets at Beginning of Year
$ 205,316,251
$ 157,572,086
Change in Net Assets Resulting from Operations
Net investment loss
( 3,978,492 )
( 3,661,769 )
Net realized gain/(loss) on investments
890,513
( 17,951 )
Realized loss on partial repurchase of 6.00% Notes due 2026
—
( 15,873 )
Net change in unrealized appreciation/(depreciation) of investments
158,724,039
2,888,878
Net Change in Net Assets Resulting from Operations
155,636,060
( 806,715 )
Change in Net Assets Resulting from Capital Transactions
Stock-based compensation
599,271
38,784
Net Change in Net Assets Resulting from Capital Transactions
599,271
38,784
Total Change in Net Assets
156,235,331
( 767,931 )
Net Assets at March 31
$ 361,551,582
$ 156,804,155
Capital Share Activity
Shares outstanding at beginning of year
25,377,756
23,601,566
Issuance of common stock under restricted stock plan, net (1)
9,637
( 49,707 )
Shares Outstanding at End of Period
25,387,393
23,551,859
See
accompanying notes to condensed consolidated financial statements.
(1)
Refer
to “Note 11 — Stock-Based Compensation” for more detail.
3
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED )
2026
2025
Three Months Ended March 31,
2026
2025
Cash Flows from Operating Activities
Net change in net assets resulting from operations
$ 155,636,060
$ ( 806,715 )
Adjustments to reconcile net change in net assets resulting from operations to net cash used in operating activities:
Net realized (gain)/loss on investments
( 890,513 )
17,951
Net change in unrealized (appreciation)/depreciation of investments
( 158,724,039 )
( 2,888,878 )
Stock-based compensation
599,271
38,784
Amortization of discount on 6.00 % Notes due 2026
54,350
60,929
Amortization of discount on 6.50 % Convertible Notes due 2029
59,122
57,608
Adjustments to escrow proceeds receivable
—
( 17,951 )
Purchases of investments in:
Portfolio investments
( 5,012,250 )
( 1,307,578 )
U.S. Treasury bills
( 24,995,139 )
—
Proceeds from sales or maturity of investments in:
Portfolio investments
1,603,658
—
U.S. Treasury bills
24,995,139
—
Change in operating assets and liabilities:
Accounts payable and accrued expenses
907,081
840,845
Interest and dividends receivable
( 7,534 )
308,526
Escrow proceeds receivable
—
17,951
Prepaid expenses and other assets
18,066
( 40,533 )
Net Cash Used in Operating Activities
( 5,756,728 )
( 3,719,061 )
Cash Flows from Financing Activities
Gross proceeds from the issuance of 6.50 % Convertible Notes due 2029
—
5,000,000
Deferred debt issuance costs
83
( 158,157 )
Repurchases of 6.00 % Notes due 2026
—
( 4,954,950 )
Realized loss on partial repurchase of 6.00 % Notes due 2026
—
15,875
Deferred financing costs
—
( 29,938 )
Cash dividends paid
( 500 )
( 8,867 )
Net Cash Used in Financing Activities
( 417 )
( 136,037 )
Total Decrease in Cash Balance
( 5,757,145 )
( 3,855,098 )
Cash and Restricted Cash Balance at Beginning of Year (1)
49,072,895
20,035,640
Cash and Restricted Cash Balance at End of Period (1)
$ 43,315,750
$ 16,180,542
Supplemental Information:
2026
2025
Interest paid
$ 1,111,671
$ 1,150,223
Taxes paid
57,558
2,796
Right of use asset obtained in exchange for operating lease liabilities
—
( 2,006 )
See
accompanying notes to condensed consolidated financial statements.
(1)
Refer
to the Condensed Consolidated Statements of Assets and Liabilities for additional detail.
4
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED )
March
31, 2026
Portfolio Investments *
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
NON-CONTROLLED/NON-AFFILIATE
Whoop,
Inc. (5)
Boston, MA
Preferred Shares, Series C (5)
Fitness Technology
6/30/2022
13,293,450
$ 10,011,460
$ 149,338,619
41.30 %
Preferred Shares, Series G-2
Fitness Technology
2/6/2025
127,164
1,001,628
1,428,560
0.40 %
Total
11,013,088
150,767,179
41.70 %
ARK
Type One Deep Ventures Fund LLC **(6)
St. Petersburg, FL
Membership Interest, Class A **(6)
AI Application Fund
9/25/2024
$ 17,500,000
17,696,568
59,337,497
16.41 %
IH10, LLC **(7)
New York, NY
Membership Interest **(7)
AI Infrastructure Fund
10/9/2024
$ 12,000,010
12,273,784
32,839,497
9.08 %
Blink Health, Inc.
New York, NY
Preferred Shares, Series A
Pharmaceutical Technology
10/27/2020
238,095
5,000,423
9,999,990
2.77 %
Preferred Shares, Series C
Pharmaceutical Technology
10/27/2020
261,944
10,003,917
11,001,648
3.04 %
Total
15,004,340
21,001,638
5.81 %
CW Opportunity 2 LP **(8)
Evanston, IL
Class A Interest *** **(8)
***
AI Infrastructure Fund
5/7/2024
$ 10,208,114
10,384,558
15,869,158
4.39 %
Canva, Inc.
Austin, TX
Common Shares
Productivity Software
4/17/2024
9,375
10,058,820
15,432,563
4.27 %
Learneo, Inc. (f/k/a Course Hero, Inc.)
Menlo Park, CA
Preferred Shares, Series A 8%
Online Education
9/18/2014
2,145,509
5,000,001
5,369,286
1.49 %
Preferred Shares, Series C 8%
Online Education
11/5/2021
275,659
9,999,971
9,999,971
2.77 %
Total
14,999,972
15,369,257
4.25 %
Locus Robotics Corp.
Wilmington, MA
Preferred Shares, Series F 6%
Warehouse Automation
11/30/2022
232,568
10,004,286
12,171,308
3.37 %
Supplying Demand, Inc. (d/b/a Liquid Death)
Los Angeles, CA
Preferred Shares, Series F-1
Lifestyle Beverage Brand
1/18/2024
776,747
10,003,934
9,999,996
2.77 %
Series F Convertible Note 4.12%, Due 7/15/2030 ***
Lifestyle Beverage Brand
7/29/2025
$ 250,000
252,362
250,000
0.07 %
Total
10,256,296
10,249,996
2.84 %
Shogun Enterprises, Inc. (d/b/a Hearth)
Austin, TX
Preferred Shares, Series B-1
Home Improvement Finance
2/26/2021
436,844
3,501,657
3,499,994
0.97 %
Preferred Shares, Series B-2
Home Improvement Finance
2/26/2021
301,750
3,501,661
3,499,998
0.97 %
Preferred Shares, Series B-3
Home Improvement Finance
5/2/2022
56,936
530,822
530,820
0.15 %
Preferred Shares, Series B-4
Home Improvement Finance
7/12/2023
48,267
366,606
499,998
0.14 %
Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026
Home Improvement Finance
7/12/2023
86,076
140,060
72,304
0.02 %
Total
8,040,806
8,103,114
2.24 %
Plaid Inc. (9)
San Francisco, CA
Common Shares (9)
Financial Technology Infrastructure
4/4/2025
24,512
5,395,542
6,922,679
1.91 %
Magnetar Opportunity 2025-4 LP **(10)
Evanston, IL
Class A Interest **(10)
AI Infrastructure Fund
1/2/2026
$ 5,000,000
5,012,250
5,000,000
1.38 %
Neutron Holdings, Inc. (d/b/a/ Lime)
San Francisco, CA
Junior Preferred Shares, Series 1-D
Micromobility
1/25/2019
41,237,113
10,007,322
3,485,014
0.96 %
Junior Preferred Convertible Note 4% Due 5/11/2027 ***
Micromobility
5/11/2020
$ 506,339
506,339
506,339
0.14 %
Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027
Micromobility
5/11/2020
2,032,967
—
121,978
0.03 %
Total
10,513,661
4,113,331
1.14 %
HL Digital Assets Inc.
New York, NY
Preferred Shares
Digital Asset Infrastructure
9/18/2025
8,000,000
5,106,143
4,045,949
1.12 %
FourKites, Inc.
Chicago, IL
Common Shares
Supply Chain Technology
7/7/2023
1,398,024
8,530,389
3,256,355
0.90 %
See
accompanying notes to condensed consolidated financial statements.
5
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continue d
March
31, 2026
Portfolio Investments*
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
EDGE Markets, Inc. (11)
San Diego, CA
Preferred Shares, Series Seed 8% (11)
Gaming Technology
5/18/2022
456,704
501,330
3,201,961
0.89 %
PayJoy, Inc.
San Francisco, CA
Preferred Shares, Series C
Mobile Access Technology
7/23/2021
244,117
2,501,570
2,499,758
0.69 %
Simple Agreement for Future Equity
Mobile Access Technology
5/25/2023
$ 500,000
501,470
500,000
0.14 %
Total
3,003,040
2,999,758
0.83 %
True Global Ventures 4 Plus Pte Ltd **(12)
Singapore, Singapore
Limited Partner Fund Investment **(12)
Venture Investment Fund
8/27/2021
$ 2,000,000
202,378
2,884,437
0.80 %
Xgroup Holdings Inc (d/b/a Xpoint) (11) (11)
Miami Beach, FL
Preferred Shares, Series A-1
Geolocation Technology
8/17/2022
454
136,114
220,200
0.06 %
Series A-1 Warrants, Strike Price $0.0001, Expiration Date 5/14/2044
8/17/2022
3,286
985,180
1,593,789
0.44 %
Series A Warrants, Strike Price $0.0001, Expiration Date 5/14/2044
8/17/2022
873
261,735
564,568
0.16 %
Total
1,383,029
2,378,557
0.66 %
GrabAGun Digital Holdings Inc.
Coppell, TX
Common Shares (4) (4)
E-Commerce Marketplace
11/20/2023
599,754
636,500
1,805,260
0.50 %
Common Warrants, Strike Price $11.50, Expiration Date 7/15/2030 (4) (4)
E-Commerce Marketplace
11/20/2023
1,204,488
375,816
566,109
0.16 %
Total
1,012,316
2,371,369
0.66 %
Stake Trade, Inc. (d/b/a Prophet Exchange) (11)
New York, NY
Preferred Shares, Series B-IV (11)
Sports Betting
7/26/2023
755,041
1,002,153
1,249,993
0.35 %
Varo
Money, Inc. **
San Francisco, CA
Common Shares **
Financial Services
8/11/2021
1,079,266
10,005,548
1,079,266
0.30 %
Residential Homes for Rent, LLC (d/b/a Second Avenue) (13)
Chicago, IL
Preferred Shares, Series A (13)
Real Estate Platform
12/23/2020
150,000
1,500,000
554,586
0.15 %
Skillsoft Corp.
Nashua, NH
Common Shares (4)
Online Education
6/8/2021
49,092
9,818,428
210,605
0.06 %
Orchard Technologies, Inc.
New York, NY
Preferred Shares, Series D 8%
Real Estate Platform
8/9/2021
524,985
3,751,518
—
— %
Senior Preferred Shares, Series 2 8%
Real
Estate Platform
8/9/2021
80,991
587,951
—
— %
Senior Preferred Shares, Series 1 7%
Real
Estate Platform
1/13/2023
463,449
4,642,772
—
— %
Common Shares
Real
Estate Platform
8/9/2021
558,053
3,751,518
—
— %
Simple Agreement for Future Equity
Real
Estate Platform
1/31/2025
$ 80,800
81,584
80,800
0.02 %
Total
12,815,343
80,800
0.02 %
PSQ Holdings, Inc. (d/b/a PublicSquare)
West Palm Beach, FL
Common Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (4)
E-Commerce Marketplace
4/1/2021
1,796,037
771,065
71,841
0.02 %
Aventine Property Group, Inc.
Chicago, IL
Common Shares
Cannabis REIT
9/11/2019
312,500
2,580,750
28,125
0.01 %
Kinetiq Holdings, LLC
Doylestown, PA
Common Shares, Class A
Social Data Platform
3/30/2012
112,374
—
5,486
0.01 %
Trax Ltd . **
Singapore, Singapore
Common Shares **
Retail Technology
6/9/2021
55,591
2,781,148
—
— %
Preferred Shares, Investec Series **
Retail
Technology
6/9/2021
144,409
7,224,600
—
— %
Total **
10,005,748
—
— %
See
accompanying notes to condensed consolidated financial statements.
6
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
March
31, 2026
Portfolio Investments*
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of
Net
Assets
Fullbridge, Inc.
Cambridge, MA
Common Shares
Business Education
5/13/2012
517,917
6,150,506
—
— %
Promissory Note 1.47%, Due 11/9/2021 (3)(14) (3)(134)
Business
Education
3/3/2016
$ 2,270,458
2,270,858
—
— %
Total
8,421,364
—
— %
Treehouse Real Estate Investment Trust, Inc.
Chicago, IL
Common Shares
Cannabis REIT
9/11/2019
312,500
4,919,250
—
— %
CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.) (15)
Marina Del Rey, CA
Preferred Shares, Series A (15)
Carbon Credit Services
8/11/2015
540,270
1,001,815
—
— %
Preferred Shares, Series C-3 (15)
8/12/2019
24,912
281,190
—
— %
Total
1,283,005
—
— %
Total Non-Controlled/Non-Affiliate
$ 223,515,250
$ 381,596,305
105.54 %
NON-CONTROLLED/AFFILIATE (1)
StormWind, LLC (16)
Scottsdale, AZ
Preferred Shares, Series D 8% (1)(16)
Interactive Learning
11/26/2019
329,337
$ 257,267
$ 398,713
0.11 %
Preferred Shares, Series C 8% (1)(16)
Interactive Learning
1/7/2014
2,779,134
4,000,787
4,342,090
1.20 %
Preferred Shares, Series B 8% (1)(16)
Interactive Learning
12/16/2011
3,279,629
2,019,687
2,152,809
0.60 %
Preferred Shares, Series A 8% (1)(16)
Interactive Learning
2/25/2014
366,666
110,000
44,734
0.01 %
Total (1)(16)
6,387,741
6,938,346
1.92 %
Commercial Streaming Solutions Inc. (d/b/a BettorView) (11) (11)
Las Vegas, NV
Preferred Shares, Series A-1 (1)(11)
Interactive Media & Services
3/26/2021
10,548,522
1,004,240
—
— %
Maven Research, Inc.
San Francisco, CA
Preferred Shares, Series C (1)
Knowledge Networks
7/2/2012
318,979
2,000,447
—
— %
Preferred Shares, Series B (1)
Knowledge Networks
2/28/2012
49,505
217,206
—
— %
Total
2,217,653
—
— %
Curious.com, Inc.
Menlo Park, CA
Common Shares (1)
Online Education
11/22/2013
1,135,944
12,000,006
—
— %
Total Non-Controlled/Affiliate
$ 21,609,640
$ 6,938,346
1.92 %
Total Portfolio Investments
$ 245,124,890
$ 388,534,651
107.46 %
See
accompanying notes to condensed consolidated financial statements.
7
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continue d
March
31, 2026
*
All
portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. As of March 31, 2026,
all of the Company’s investments were non-controlled. Equity investments may be subject to lock-up restrictions upon their
initial public offering (“IPO”). Preferred dividends are generally only payable when declared and paid by the portfolio
company’s board of directors. SuRo Capital Corp.’s (the “Company’s”, or “SuRo Capital’s”)
directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.
(Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using
significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All of
the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined
in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting Policies— Investments
at Fair Value ”).
**
Indicates
assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company
Act of 1940, as amended (the “1940 Act”). Of the Company’s total investments as of March 31, 2026, 30.12 % of its
total investments are non-qualifying assets, excluding cash and short-term US treasuries.
***
Investment
is income-producing.
(1)
“Affiliate
Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital, as defined in
the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital if SuRo Capital beneficially owns,
directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities with the right to elect directors) of
such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer
to “Note 4—Investments at Fair Value”.
(2)
Represents
the respective number of shares, principal amount, initial or remaining fund investment, or membership interest as of March 31, 2026.
For fund investments, the initial committed amount may be reduced by distributions classified as Return of Capital.
(3)
As
of March 31, 2026, the investments noted had been placed on non-accrual status.
(4)
Denotes
an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to “Note 4—Investments at Fair
Value”.
(5)
On
March 31, 2026, Whoop, Inc. announced completion of its Series G financing. As a result of the financing, on February 26, 2026, the
Simple Agreement for Future Equity (“SAFE”) Note which SuRo Capital previously held in Whoop, Inc. converted into Series
G-2 Preferred shares.
(6)
ARK
Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely invested in the Series A-2 Preferred
Shares of OpenAI Global, LLC. SuRo Capital Corp. is invested in the Series A-2 Preferred Shares of OpenAI Global, LLC through its
investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC. ARK Type One Deep Ventures Fund LLC charges a 1 % management
fee per year, and an incentive fee of 10 %, not subject to a hurdle rate. The management fees will adjust the cost of SuRo Capital’s
investment in the fund.
(7)
IH10,
LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd. through an special purpose vehicle (“SPV”). SuRo Capital is
invested in the Series B Preferred Shares of VAST Data, Ltd. through its investment in the Membership Interest of IH10, LLC. IH10,
LLC does not charge a management fee or an incentive fee; however, SuRo Capital has prepaid operating expenses.
(8)
CW
Opportunity 2 LP is an SPV for which the Class A Interest is solely invested in the Class A Common
Shares of CoreWeave, Inc. SuRo Capital is invested in the Class A Common Shares of CoreWeave, Inc. through its investment in the Class
A Interest of CW Opportunity 2 LP. CW Opportunity 2 LP does not charge a management fee but does charge an incentive fee of 20 %,
subject to an annual 15 %
IRR hurdle rate. SuRo Capital did not receive any distributions during the quarter ended March 31, 2026 as part of its investment in
CW Opportunity 2 LP. As of March 31, 2026, SuRo Capital retains approximately 68.1 %
of its investment in CW Opportunity 2, LP.
(9)
SuRo
Capital’s investment in the Class A Common Shares of Plaid Inc. was made through 1789 Capital Nirvana II LP, an SPV in which
SuRo Capital is the Sole Limited Partner. 1789 Capital Nirvana II LP is a wholly owned subsidiary of SuRo Capital. SuRo Capital paid
a 7 % origination fee at the time of investment.
8
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continue d
March
31, 2026
(10)
Magnetar
Opportunity 2025-4 LP is an SPV for which the Class A Interest is invested in TensorWave Inc. On December 31, 2025, SuRo Capital
committed up to $ 20.0
million to Magnetar Opportunity 2025-4 LP. On January 2, 2026, SuRo Capital funded $ 5.0
million of the commitment. Magnetar Opportunity 2025-4 LP does not charge a management fee but does charge an incentive fee of 20 % ,
subject to an annual 15 % IRR hurdle rate. As of March 31, 2026, $ 15.0
million of the commitment remains to be funded, subject to the satisfaction of certain conditions.
(11)
SuRo
Capital’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView), EDGE Markets, Inc., Xgroup Holdings Limited
(d/b/a Xpoint), and Stake Trade, Inc. (d/b/a Prophet Exchange) are held through SuRo Capital’s wholly owned subsidiary, SuRo
Capital Sports, LLC (“SuRo Capital Sports”).
(12)
SuRo
Capital’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital’s wholly owned subsidiary,
GSVC SVDS Holdings, Inc. True Global Ventures 4 Plus Pte Ltd charges a 1.8 % management fee and a 22.5 % incentive fee, subject to
an annual 5 % IRR hurdle rate. The management fees may adjust the cost of SuRo Capital’s investment in the fund.
(13)
SuRo
Capital’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue) is held through SuRo Capital’s wholly owned
subsidiary, GSVC AV Holdings, Inc.
(14)
On
November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due.
(15)
On
March 30, 2025, CTN Holdings, Inc. (d/b/a Catona Climate) filed for Chapter 11 protection in the U.S. Bankruptcy Court for the District
of Delaware. On June 5, 2025, the US Bankruptcy Court for the District of Delaware approved the sale of the remaining assets of CTN
Holdings, Inc. On August 7, 2025, CTN Holdings, Inc. (d/b/a Catona Climate) converted its bankruptcy filing from Chapter 11 reorganization
to Chapter 7 liquidation.
(16)
SuRo
Capital’s investments in StormWind, LLC are held through SuRo Capital’s wholly owned subsidiary, GSVC SW Holdings, Inc.
9
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
SCHEDULE OF INVESTMENTS
December
31, 2025
Portfolio Investments *
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of
Net
Assets
NON-CONTROLLED/NON-AFFILIATE
ARK Type One Deep Ventures Fund LLC **(5)
St. Petersburg, FL
Membership Interest, Class A **(5)
AI Application Fund
9/25/2024
$ 17,500,000
$ 17,696,568
$ 42,212,173
20.56 %
Whoop, Inc.
Boston, MA
Preferred Shares, Series C
Fitness Technology
6/30/2022
13,293,450
10,011,460
27,357,435
13.32 %
Simple Agreement for Future Equity
Fitness Technology
2/6/2025
$ 1,000,000
1,001,628
1,000,000
0.49 %
Total
11,013,088
28,357,435
13.81 %
Blink Health, Inc.
New York, NY
Preferred Shares, Series A
Pharmaceutical Technology
10/27/2020
238,095
5,000,423
9,999,990
4.87 %
Preferred Shares, Series C
Pharmaceutical Technology
10/27/2020
261,944
10,003,917
11,001,648
5.36 %
Total
15,004,340
21,001,638
10.23 %
Canva, Inc.
Austin, TX
Common Shares
Productivity Software
4/17/2024
9,375
10,058,820
15,432,563
7.52 %
Learneo, Inc. (f/k/a Course Hero, Inc.)
Menlo Park, CA
Preferred Shares, Series A 8%
Online Education
9/18/2014
2,145,509
5,000,001
5,369,377
2.62 %
Preferred Shares, Series C 8%
Online Education
11/5/2021
275,659
9,999,971
9,999,971
4.87 %
Total
14,999,972
15,369,348
7.49 %
CW Opportunity 2 LP **(6)
Evanston, IL
Class A Interest *** **(6)
***
AI Infrastructure Fund
5/7/2024
$ 10,208,114
10,384,558
14,659,078
7.14 %
IH10, LLC **(7)
New York, NY
Membership Interest **(7)
AI Infrastructure Fund
10/9/2024
$ 12,000,010
12,273,784
12,132,897
5.91 %
Locus Robotics Corp.
Wilmington, MA
Preferred Shares, Series F 6%
Warehouse Automation
11/30/2022
232,568
10,004,286
11,995,290
5.84 %
Supplying Demand, Inc. (d/b/a Liquid Death)
Los Angeles, CA
Preferred Shares, Series F-1
Lifestyle Beverage Brand
1/18/2024
776,747
10,003,934
9,999,996
4.87 %
Series F Convertible Note 4.12%, Due 7/15/2030 ***
Lifestyle Beverage Brand
7/29/2025
$ 250,000
252,362
250,000
0.12 %
Total
10,256,296
10,249,996
4.99 %
Shogun Enterprises, Inc. (d/b/a Hearth)
Austin, TX
Preferred Shares, Series B-1
Home Improvement Finance
2/26/2021
436,844
3,501,657
3,499,994
1.70 %
Preferred Shares, Series B-2
Home Improvement Finance
2/26/2021
301,750
3,501,661
3,499,998
1.70 %
Preferred Shares, Series B-3
Home Improvement Finance
5/2/2022
56,936
530,822
530,820
0.26 %
Preferred Shares, Series B-4
Home Improvement Finance
7/12/2023
48,267
366,606
499,998
0.24 %
Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026
Home Improvement Finance
7/12/2023
86,076
140,060
259,089
0.13 %
Total
8,040,806
8,289,899
4.04 %
FourKites, Inc.
Chicago, IL
Common Shares
Supply Chain Technology
7/7/2023
1,398,024
8,530,389
5,682,945
2.77 %
Neutron Holdings, Inc. (d/b/a/ Lime)
San Francisco, CA
Junior Preferred Shares, Series 1-D
Micromobility
1/25/2019
41,237,113
10,007,322
4,703,189
2.29 %
Junior Preferred Convertible Note 4% Due 5/11/2027 ***
Micromobility
5/11/2020
$ 506,339
506,339
506,339
0.25 %
Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027
Micromobility
5/11/2020
2,032,967
—
203,297
0.10 %
Total
10,513,661
5,412,825
2.64 %
Plaid Inc. (8)
San Francisco, CA
Common Shares (8)
Financial Technology Infrastructure
4/4/2025
24,512
5,395,542
4,999,874
2.44 %
GrabAGun Digital Holdings Inc. (9)
Coppell, TX
Common Shares (4) (4)(9)
E-Commerce Marketplace
11/20/2023
1,040,000
1,103,719
3,130,400
1.52 %
Common Warrants, Strike Price $11.50, Expiration Date 7/15/2030 (4) (4)(9)
E-Commerce Marketplace
11/20/2023
1,204,488
375,816
451,683
0.22 %
Total (9)
1,479,535
3,582,083
1.74 %
See
accompanying notes to condensed consolidated financial statements.
10
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS - continue d
December
31, 2025
Portfolio Investments*
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of
Net
Assets
PayJoy, Inc.
San Francisco, CA
Preferred Shares, Series C
Mobile Access Technology
7/23/2021
244,117
2,501,570
2,707,718
1.32 %
Simple Agreement for Future Equity
Mobile Access Technology
5/25/2023
$ 500,000
501,470
500,000
0.24 %
Total
3,003,040
3,207,718
1.56 %
True Global Ventures 4 Plus Pte Ltd **(10)
Singapore, Singapore
Limited Partner Fund Investment **(10)
Venture Investment Fund
8/27/2021
$ 2,000,000
448,304
3,130,363
1.52 %
HL Digital Assets Inc.
New York, NY
Preferred Shares
Digital Asset Infrastructure
9/18/2025
8,000,000
5,106,143
2,825,085
1.38 %
Xgroup Holdings Inc (d/b/a Xpoint) (11) (11)
Miami Beach, FL
Preferred Shares, Series A-1 (11)
Geolocation Technology
8/17/2022
454
136,114
220,201
0.11 %
Series A-1 Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (11)
Geolocation Technology
8/17/2022
3,286
985,180
1,593,789
0.78 %
Series A Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (11)
Geolocation Technology
8/17/2022
873
261,735
564,568
0.27 %
Total (11)
1,383,029
2,378,558
1.16 %
Varo Money, Inc. **
San Francisco, CA
Common Shares **
Financial Services
8/11/2021
1,079,266
10,005,548
1,618,899
0.79 %
Stake Trade, Inc. (d/b/a Prophet Exchange) (11)(12)
New York, NY
Preferred Shares, Series B-IV (11)(12)
Sports Betting
7/26/2023
755,041
1,002,153
1,249,993
0.61 %
Aventine Property Group, Inc.
Chicago, IL
Common Shares
Cannabis REIT
9/11/2019
312,500
2,580,750
1,187,532
0.58 %
Residential Homes for Rent, LLC (d/b/a Second Avenue) (13)
Chicago, IL
Preferred Shares, Series A (13)
Real Estate Platform
12/23/2020
150,000
1,500,000
654,642
0.32 %
Orchard Technologies, Inc.
New York, NY
Preferred Shares, Series D 8%
Real Estate Platform
8/9/2021
524,985
3,751,518
—
— %
Senior Preferred Shares, Series 2 8%
Real Estate Platform
8/9/2021
80,991
587,951
—
— %
Senior Preferred Shares, Series 1 7%
Real Estate Platform
1/13/2023
463,449
4,642,772
463,449
0.23 %
Common Shares
Real Estate Platform
8/9/2021
558,053
3,751,518
—
— %
Simple Agreement for Future Equity
Real Estate Platform
1/31/2025
$ 80,800
81,584
80,800
0.04 %
Total
12,815,343
544,249
0.27 %
EDGE Markets, Inc. (11)
San Diego, CA
Preferred Shares, Series Seed 8% (11)
Gaming Technology
5/18/2022
456,704
501,330
500,000
0.24 %
Skillsoft Corp.
Nashua, NH
Common Shares (4)
Online Education
6/8/2021
49,092
9,818,428
456,556
0.22 %
PSQ Holdings, Inc. (d/b/a PublicSquare)
West Palm Beach, FL
Common Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (4)
E-Commerce Marketplace
4/1/2021
1,796,037
771,065
170,624
0.08 %
Kinetiq Holdings, LLC
Doylestown, PA
Common Shares, Class A
Social Data Platform
3/30/2012
112,374
—
1,875
0.01 %
Trax Ltd . **
Singapore, Singapore
Common Shares **
Retail Technology
6/9/2021
55,591
2,781,148
—
— %
Preferred Shares, Investec Series **
Retail Technology
6/9/2021
144,409
7,224,600
—
— %
Total **
10,005,748
—
— %
CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.) (14)
Marina Del Rey, CA
Preferred Shares, Series A (14)
Carbon Credit Services
8/11/2015
540,270
1,001,815
—
— %
Preferred Shares, Series C-3 (14)
Carbon Credit Services
8/12/2019
24,912
281,190
—
— %
Total (14)
1,283,005
—
— %
See
accompanying notes to condensed consolidated financial statements.
11
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
December
31, 2025
Portfolio Investments*
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of
Net
Assets
Fullbridge, Inc.
Cambridge, MA
Common Shares
Business Education
5/13/2012
517,917
6,150,506
—
— %
Promissory Note 1.47%, Due 11/9/2021 (3)(15)
Business
Education
3/3/2016
$ 2,270,458
2,270,858
—
— %
Total
8,421,364
—
— %
Treehouse Real Estate Investment Trust, Inc.
Chicago, IL
Common Shares
Cannabis REIT
9/11/2019
312,500
4,919,250
—
— %
Total Non-Controlled/Non-Affiliate
$ 219,216,145
$ 217,304,138
105.84 %
NON-CONTROLLED/AFFILIATE (1)
StormWind, LLC (16)
Scottsdale, AZ
Preferred Shares, Series D 8% (1)(16)
Interactive Learning
11/26/2019
329,337
$ 257,267
$ 435,806
0.21 %
Preferred Shares, Series C 8% (1)(16)
Interactive Learning
1/7/2014
2,779,134
4,000,787
4,760,083
2.32 %
Preferred Shares, Series B 8% (1)(16)
Interactive Learning
12/16/2011
3,279,629
2,019,687
2,578,473
1.26 %
Preferred Shares, Series A 8% (1)(16)
Interactive
Learning
2/25/2014
366,666
110,000
83,005
0.04 %
Total (1)(16)
6,387,741
7,857,367
3.83 %
Commercial Streaming Solutions Inc. (d/b/a BettorView) (11)(17)
Las Vegas, NV
Preferred Shares, Series A-1 (11)(17)
Interactive Media & Services
3/26/2021
10,548,522
1,004,240
350,000
0.17 %
Maven Research, Inc.
San Francisco, CA
Preferred Shares, Series C
Knowledge Networks
7/2/2012
318,979
2,000,447
—
— %
Preferred Shares, Series B
Knowledge
Networks
2/28/2012
49,505
217,206
—
— %
Total
2,217,653
—
— %
Curious.com, Inc.
Menlo Park, CA
Common Shares
Online Education
11/22/2013
1,135,944
12,000,006
—
— %
Total Non-Controlled/Affiliate
$ 21,609,640
$ 8,207,367
4.00 %
Total Portfolio Investments
$ 240,825,785
$ 225,511,505
109.84 %
See
accompanying notes to condensed consolidated financial statements.
12
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
SCHEDULE OF INVESTMENTS - continued
December
31, 2025
*
All
portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. As of December 31, 2025,
all of the Company’s investments were non-controlled. Equity investments may be subject to lock-up restrictions upon their
initial public offering (“IPO”). Preferred dividends are generally only payable when declared and paid by the portfolio
company’s board of directors. SuRo Capital Corp.’s (the “Company’s”, or “SuRo Capital’s”)
directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.
(Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using
significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All of
the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined
in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting Policies— Investments
at Fair Value ”).
**
Indicates
assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company
Act of 1940, as amended (the “1940 Act”). Of the Company’s total investments as of December 31, 2025, 32.70 % of
its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
***
Investment
is income-producing.
(1)
“Affiliate
Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital, as defined in
the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital if SuRo Capital beneficially owns,
directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities with the right to elect directors) of
such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer
to “Note 4—Investments at Fair Value”.
(2)
Represents
the respective number of shares, principal amount, initial or remaining fund investment, or membership interest as of December 31,
2025. For fund investments, the initial committed amount may be reduced by distributions classified as Return of Capital.
(3)
As
of December 31, 2025, the investments noted had been placed on non-accrual status.
(4)
Denotes
an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to “Note 4—Investments at Fair
Value”.
(5)
ARK
Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely invested in the Series A-2 Preferred
Shares of OpenAI Global, LLC. SuRo Capital Corp. is invested in the Series A-2 Preferred Shares of OpenAI Global, LLC through its
investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC. ARK Type One Deep Ventures Fund LLC charges a 1 % management
fee per year, and an incentive fee of 10 %, not subject to a hurdle rate. The management fees will adjust the cost of SuRo Capital’s
investment in the fund.
(6)
CW
Opportunity 2 LP is a special purpose vehicle (“SPV”) for which the Class A Interest is solely invested in the Class
A Common Shares of CoreWeave, Inc. SuRo Capital is invested in the Class A Common Shares of CoreWeave, Inc. through its investment
in the Class A Interest of CW Opportunity 2 LP. On March 28, 2025, CoreWeave, Inc. completed an IPO and the Series C Preferred Shares
converted to Class A Common Shares. Prior to the IPO, SuRo Capital was invested in the Series C Preferred Shares of CoreWeave, Inc.
through its investment in the Class A Interest of CW Opportunity 2 LP. Additionally, prior to the IPO, the Series C Preferred Shares
of CoreWeave, Inc. accrued a 10 % per annum dividend, paid quarterly in cash or in-kind. CW Opportunity 2 LP does not charge a management
fee but does charge an incentive fee of 20 %, subject to an annual 15 % IRR hurdle rate. During the year ended December 31, 2025, SuRo
Capital received distributions as part of its investment in CW Opportunity 2 LP. The distributions represented approximately 31.9 %
of the initial investment in CW Opportunity 2, LP. As of December 31, 2025, SuRo Capital retains approximately 68.1 % of its investment
in CW Opportunity 2, LP.
(7)
IH10,
LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd. through an SPV. SuRo Capital is
invested in the Series B Preferred Shares of VAST Data, Ltd. through its investment in the Membership Interest of IH10, LLC. IH10,
LLC does not charge a management fee or an incentive fee; however, SuRo Capital has prepaid operating expenses.
(8)
SuRo
Capital’s investment in the Class A Common Shares of Plaid Inc. was made through 1789 Capital Nirvana II LP, an SPV in which
SuRo Capital is the Sole Limited Partner. 1789 Capital Nirvana II LP is a wholly owned subsidiary of SuRo Capital. SuRo Capital paid
a 7 % origination fee at the time of investment.
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SURO
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
SCHEDULE OF INVESTMENTS - continued
December
31, 2025
(9)
On
July 15, 2025, Colombier Acquisition Corp. II (“Colombier”) stockholders approved a business combination with GrabAGun
Digital Holdings Inc. and related proposals at a special meeting. On July 16, 2025, GrabAGun Digital Holdings, Inc. announced that
it had consummated the business combination with Colombier pursuant to a merger agreement between the parties, creating the resultant
combined company GrabAGun Digital Holdings, Inc. As of December 31, 2025, SuRo Capital’s shares of GrabAGun Digital Holdings,
Inc. Common shares are subject to certain restrictions on transfer, while the GrabAGun Digital Holdings, Inc. warrants are freely
tradable.
(10)
SuRo
Capital’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital’s wholly owned subsidiary,
GSVC SVDS Holdings, Inc. True Global Ventures 4 Plus Pte Ltd charges a 1.8 % management fee and a 22.5 % incentive fee, subject to
an annual 5 % IRR hurdle rate. The management fees may adjust the cost of SuRo Capital’s investment in the fund.
(11)
SuRo
Capital’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView), EDGE Markets, Inc., Xgroup Holdings Limited
(d/b/a Xpoint), and Stake Trade, Inc. (d/b/a Prophet Exchange) are held through SuRo Capital’s wholly owned subsidiary, SuRo
Capital Sports, LLC (“SuRo Capital Sports”).
(12)
On
October 8, 2025, Stake Trade, Inc. (d/b/a Prophet Exchange) completed its Series B financing. As a result of the financing, the SAFE
Note which SuRo Capital previously held in Stake Trade, Inc. (d/b/a Prophet Exchange) converted into Series B-IV Preferred shares.
(13)
SuRo
Capital’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue) is held through SuRo Capital’s wholly owned
subsidiary, GSVC AV Holdings, Inc.
(14)
On
March 30, 2025, CTN Holdings, Inc. (d/b/a Catona Climate) filed for Chapter 11 protection in the U.S. Bankruptcy Court for the District
of Delaware. On June 5, 2025, the US Bankruptcy Court for the District of Delaware approved the sale of the remaining assets of CTN
Holdings, Inc. On August 7, 2025, CTN Holdings, Inc. (d/b/a Catona Climate) converted its bankruptcy filing from Chapter 11 reorganization
to Chapter 7 liquidation.
(15)
On
November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due.
(16)
SuRo
Capital’s investments in StormWind, LLC are held through SuRo Capital’s wholly owned subsidiary, GSVC SW Holdings, Inc.
(17)
On
March 21, 2025, Commercial Streaming Solutions, Inc. (d/b/a BettorView) merged with FSG Digital, Inc. (d/b/a JefeBet). As a result
of the merger, the SAFE Note which SuRo Capital previously held in Commercial Streaming Solutions, Inc. (d/b/a BettorView) converted
into Class A-1 Preferred shares.
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March
31, 2026
NOTE
1— NATURE OF OPERATIONS
SuRo
Capital Corp. (“we”, “us”, “our”, the “Company” or “SuRo Capital”), formerly
known as Sutter Rock Capital Corp. and GSV Capital Corp. and formed in September 2010 as a Maryland corporation, is an internally managed,
non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”)
under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify
annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”).
The
Company’s date of inception was January 6, 2011, which is the date it commenced development stage activities. The Company’s
common stock is currently listed on the Nasdaq Global Select Market under the symbol “SSSS” (formerly “GSVC”).
The Company began its investment operations during the second quarter of 2011.
The
table below displays the Company’s subsidiaries as of March 31, 2026, which, other than GSV Capital Lending, LLC (“GCL”),
SuRo Capital Sports, LLC, 1789 Capital Nirvana II LP, and SRCI Advisors, LLC, are collectively referred to as the “Taxable Subsidiaries.”
The Taxable Subsidiaries were formed to hold certain portfolio investments. The Taxable Subsidiaries, including their associated portfolio
investments, are consolidated with the Company for accounting purposes, but have elected to be treated as separate corporations for U.S.
federal income tax purposes. Refer to “Note 2—Significant Accounting Policies— Basis of Consolidation ”
below for further detail.
SCHEDULE OF COMPANY’S SUBSIDIARIES
Subsidiary
Jurisdiction of
Incorporation
Formation
Date
Percentage
Owned
GCL
Delaware
April 13, 2012
100 %
SuRo Capital Sports, LLC (“SuRo Capital Sports”)
Delaware
March 19, 2021
100 %
1789 Capital Nirvana II LP
Delaware
March 27, 2025
100 %
SRCI Advisors, LLC
Delaware
September 9, 2025
100 %
Subsidiaries below are referred to collectively as the “Taxable Subsidiaries”
GSVC AE Holdings, Inc. (“GAE”)
Delaware
November 28, 2012
100 %
GSVC AV Holdings, Inc. (“GAV”)
Delaware
November 28, 2012
100 %
GSVC SW Holdings, Inc. (“GSW”)
Delaware
November 28, 2012
100 %
GSVC SVDS Holdings, Inc. (“SVDS”)
Delaware
August 13, 2013
100 %
The
Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity
and equity-related investments, and to a lesser extent, income from debt investments. The Company invests principally in the equity securities
of what it believes to be rapidly growing venture capital-backed emerging companies. The Company may invest in these portfolio companies
through direct offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, negotiations
with selling stockholders, investment funds, or through SPVs and other investment funds for the purpose of investing in securities of
a single private issuer. In addition, the Company may invest in private credit and in founders equity, founders warrants, and private
investment in public equity transactions of special purpose acquisition companies (“SPACs”). The Company may also invest
on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet its investment
criteria, subject to any applicable limitations under the 1940 Act.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
NOTE
2— SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
Condensed Consolidated Financial Statements of the Company are prepared on the accrual basis of accounting in conformity with U.S.
generally accepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and
Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is an investment
company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment
Companies . In the opinion of management, all adjustments, all of which were of a normal recurring nature, were considered
necessary for the fair presentation of Condensed Consolidated Financial Statements for the period and have been included.
Basis
of Consolidation
Under
Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting
Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled
operating company that provides substantially all of its services and benefits to the Company, and certain entities established for tax
purposes where the Company holds a 100% interest.
The
Company’s Condensed Consolidated Financial Statements include its accounts and the accounts of the Taxable Subsidiaries, GCL,
SuRo Capital Sports, 1789 Capital Nirvana II LP, and SRCI Advisors, LLC, its wholly owned subsidiaries. GCL was formed to originate
portfolio loan investments within the state of California. SuRo Capital Sports was formed to focus on investing in the sports
betting sector. 1789 Capital Nirvana II LP is a SPV in which SuRo Capital holds the sole limited partnership interest and was formed
to invest in the Common Shares of Plaid, Inc. SRCI Advisors, LLC was formed to provide investment management services to third
parties; as of March 31, 2026, SRCI Advisors has not commenced operations. All intercompany balances and transactions have been
eliminated in consolidation. The Company operates as a single operating segment.
The
Company also consolidates entities that meet the definition of a Variable Interest Entity (“VIE”) for which the Company is
the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly
impact the entity’s economic performance and who has an obligation to absorb losses or a right to receive benefits from the entity.
The Company determined that 1789 Capital Nirvana II LP is a VIE and the Company is the primary beneficiary. As such, 1789 Capital Nirvana
II LP is consolidated by the Company.
Segments
SuRo
Capital has determined that it has a single operating segment in accordance with Topic 280, Segment Reporting (“ASC
280”). The Company operates as a single segment with a principal investment objective to maximize our portfolio’s total
return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt
investments. The Company’s Chief Executive Officer, Chief Financial Officer, and Investment Committee collectively perform the
function that allocates resources and assesses performance, and thus together, serve as the Company’s chief operating decision
maker (the “CODM”). Among other metrics, the CODM uses Net Change in Net Assets Resulting from Operations as a primary
GAAP profit or loss metric used in making operating decisions, which can be found on the Condensed Consolidated Statements of
Operations along with significant expenses. The measure of segment assets is reported on the Condensed Consolidated Statements of Assets and Liabilities
as total assets.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
Use
of Estimates
The preparation of Condensed Consolidated Financial Statements in accordance with GAAP requires the Company’s management to make
a number of significant estimates. These include estimates of the fair value of certain assets and liabilities and other estimates that
affect the reported amounts of certain assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the
reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates may occur in the near term. The Company’s estimates are inherently subjective in nature and actual results
could differ materially from such estimates.
Uncertainties
and Risk Factors
The
Company is subject to a number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations.
Refer to “Part II, Item 1A. Risk Factors” of this Form 10-Q for a detailed discussion of the risks and uncertainties inherent
in the nature of the Company’s operations. Refer to “Note 4—Investments at Fair Value” for an overview of the
Company’s industry and geographic concentrations.
Investments
at Fair Value
The
Company applies fair value accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies.
The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act.
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to
classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value
into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest
level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:
Level
1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has
the ability to access at the measurement date.
Level
2 —Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at
the measurement date for substantially the full term of the assets or liabilities.
Level
3 —Valuations based on unobservable inputs that reflect management’s best estimate of what market participants would use
in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and
the risk inherent in the inputs to the model. The majority of the Company’s investments are Level 3 investments and are subject
to a high degree of judgment and uncertainty in determining fair value.
When
the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement
is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level
3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains and losses
for such assets and liabilities categorized within the Level 3 table set forth in “Note 4—Investments at Fair Value”
may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
17
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
A
review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may
result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy
are reported as transfers in/out of the Level 3 category as of the beginning of the measurement period in which the reclassifications
occur. Refer to “Leveling Policy” below for a detailed discussion of the leveling of the Company’s financial assets
or liabilities and events that may cause a reclassification within the fair value hierarchy.
Securities
for which market quotations are readily available on an exchange are valued at the most recently available closing price of such security
as of the valuation date. If there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35,
as modified by ASU 2022-03, should be incorporated into the security’s fair value measurement as a characteristic of the security
that would transfer to market participants who would buy the security, the Company will consider those restrictions in the fair value
determination of that security. Contractual sale restrictions on the sale or use of a security which are an entity-specific characteristic,
rather than a security-specific characteristic (as discussed in ASU 2022-03), are not considered in the fair value determinations for
such securities. The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or dealers
in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine
the fair value of the security. If determined to be adequate, the Company uses the quote obtained.
Securities
for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology,
or provides a valuation or methodology that, in the judgment of management, the Company’s Board of Directors or the valuation committee
of the Company’s Board of Directors (the “Valuation Committee”), does not reliably represent fair value, shall each
be valued as follows:
1.
The quarterly valuation process begins with each portfolio
company or investment being initially valued by the internal investment professionals responsible for the portfolio investment;
2.
Preliminary valuation estimates are then documented and discussed
with senior management;
3.
For all investments for which there are no readily available
market quotations, the Valuation Committee engages an independent third-party valuation firm to conduct independent appraisals, review
management’s preliminary valuations and make its own independent assessment;
4.
The Valuation Committee applies the appropriate valuation methodology
to each portfolio asset in a consistent manner, considers the inputs provided by management and the independent third-party valuation
firm, discusses the valuations and recommends to the Company’s Board of Directors a fair value for each investment in the portfolio;
and
5.
The Company’s Board of Directors then discusses the valuations
recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio.
In
making a good faith determination of the fair value of investments, the Board of Directors applies valuation methodologies consistent
with industry practice. Valuation methods utilized include, but are not limited to, the following: comparisons to prices from secondary
market transactions; venture capital financings; public offerings; purchase or sales transactions; analysis of financial ratios and valuation
metrics of portfolio companies that issued such private equity securities to peer companies that are public; analysis of the portfolio
company’s most recent financial statements, forecasts and the markets in which the portfolio company does business, and other relevant
factors. The Company assigns a weighting based upon the relevance of each method to assist the Board of Directors in determining the
fair value of each investment.
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
March 31, 2026
For
investments that are not publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages
an independent valuation firm to provide an independent valuation, which the Company’s Board of Directors considers, among other
factors, in making its fair value determinations for these investments. For the current and prior fiscal year, the Valuation Committee
engaged an independent valuation firm to perform valuations of 100% of the Company’s investments for which there were no readily
available market quotations.
Due
to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair
value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these
estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed,
and it is reasonably possible that the difference could be material. In addition, changes in the market environment and other events
that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change
in unrealized appreciation or depreciation currently reflected in the Condensed Consolidated Financial Statements.
Equity
Investments
Equity
investments for which market quotations are readily available in an active market are generally valued at the most recently available
closing market prices and are classified as Level 1 assets. Equity investments with readily available market quotations that are subject
to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1. Any
other equity investments with readily available market quotations that are subject to sales restrictions that would transfer to market
participants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”) to the most recently
available closing market prices. These investments are generally classified as Level 2 assets. The DLOM used is generally based upon
the market value of publicly traded put options with similar terms. For equity securities with readily available market quotations that
are subject to entity-specific contractual sale restrictions, rather than security-specific contractual sale restrictions, if such entity-specific
contractual sale restrictions first applied or were modified on or after December 15, 2023, the restrictions are not considered in the
determination of fair value for that security.
The
fair values of the Company’s equity investments for which market quotations are not readily available are determined based on various
factors and are classified as Level 3 assets. To determine the fair value of a portfolio company for which market quotations are not
readily available, the Board of Directors applies the appropriate respective valuation methodology for the asset class or portfolio holding,
which may involve analyzing the relevant portfolio company’s most recently available historical and projected financial results,
public market comparables, and other factors. The Board of Directors may also consider other events, including the transaction in which
the Company acquired its securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affecting the portfolio
company. In addition, the Board of Directors may consider the trends of the portfolio company’s basic financial metrics from the
time of its original investment until the measurement date, with material improvement of these metrics indicating a possible increase
in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value.
In determining the fair value of equity or equity-linked securities (including
simple agreement for future equity (“SAFE”) notes and warrants to purchase common or preferred stock) in a portfolio company,
the Board of Directors considers the rights, preferences and limitations of such securities. When equity-linked securities expire worthless,
any cost associated with these positions is recognized as a realized loss on investments in the Condensed Consolidated Statements of Operations
and Condensed Consolidated Statements of Cash Flows. In the event these securities are exercised into common or preferred stock, the cost
associated with these securities is reassigned to the cost basis of the new common or preferred stock. These conversions are noted as
non-cash operating items on the Condensed Consolidated Statements of Cash Flows.
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
March 31, 2026
Debt
Investments
Given
the nature of the Company’s current debt investments (excluding U.S. Treasuries), which are principally convertible and promissory
notes issued by venture capital-backed portfolio companies, these investments are classified as Level 3 assets because there is no known
or accessible market or market indices for these investment securities to be traded or exchanged. The Company’s debt investments
are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
Options
The
Company’s Board of Directors determines the fair value of options based on methodologies that can include discounted cash flow
analyses, option pricing models, comparable analyses and other techniques as deemed appropriate. If the options are publicly traded,
in accordance with our leveling policy, the Company prices the options at the closing price on a public exchange as of the measurement
date. All other options investments are generally classified as Level 3 assets because there is no known or accessible market or market
indices for these investment securities to be traded or exchanged. The Company’s options are valued at estimated fair value as
determined in good faith by the Company’s Board of Directors.
Investments
in SPVs and Fund Structures
The
Company invests through SPVs and Fund structures, which may hold either a single underlying investment or a portfolio of underlying
investments. The Company’s interest in these structures is generally proportionate to its capital contributions, and
distributions from the underlying investment(s) are made in accordance with that ownership. These investments are recorded at
estimated fair value, as determined in good faith by the Company’s Board of Directors, and are presented in the Condensed
Consolidated Schedule of Investments. If available, the Company may utilize the NAV of an SPV or Fund to substantiate its fair value
determination. SPVs and Fund structures may incur fees, expenses, or tax liabilities associated with their underlying investments,
which can impact the fair value of the Company’s interest. Additionally, these investments may be subject to restrictions on
redemption, transfer, or sale.
For
certain Fund structures, including those in which fair value is not readily determinable, the Company may apply the practical expedient
provided under ASC Topic 820 for entities that calculate net asset value (“NAV”) per share or its equivalent, using NAV as
a practical measure of fair value without adjustment.
Special
Purpose Acquisition Companies
The
Company’s Board of Directors measures its SPAC sponsor investments at fair value, which is equivalent to cost until a SPAC transaction
is announced. After a SPAC transaction is announced, the Company’s Board of Directors will determine the fair value of SPAC investments
based on fair value analyses that can include option pricing models, probability-weighted expected return method analyses, and other
techniques as deemed appropriate. Upon completion of the SPAC transaction, the Board of Directors utilizes the public share price of
the entity, less a DLOM if there are security-specific contractual sale restrictions, or the shares or warrants are confirmed unregistered.
The Company’s SPAC investments are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
20
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
March 31, 2026
Portfolio
Company Investment Classification
The
Company is a non-diversified company within the meaning of the 1940 Act. The Company classifies its investments by level of control.
“Control investments” are investments in companies that the Company is presumed to control under Section 2(a)(9) of the
1940 Act. Under the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more
than 25% of the outstanding voting securities of a company is presumed to control such company. “Affiliate investments”
are investments in companies that are “affiliated persons” of the Company under Section 2(a)(3) of the 1940 Act. Under
the 1940 Act, “affiliated person” includes any person directly or indirectly owning, controlling, or holding with power
to vote, 5% or more, but not more than 25%, of the outstanding voting securities of such company. Refer to the Condensed
Consolidated Schedules of Investments as of March 31, 2026 and December 31, 2025 for details regarding the nature and composition of
the Company’s investment portfolio.
Leveling
Policy
The
portfolio companies in which the Company invests may offer their shares in IPOs. The Company’s shares in such portfolio companies
are typically subject to lock-up agreements for 180 days following the IPO. Upon the IPO date, the Company transfers its investment from
Level 3 to Level 1 due to the presence of an active market, or Level 2 if limited by the lock-up agreement. The Company prices the investment
at the closing price on a public exchange as of the measurement date. In situations where there are legal or contractual restrictions
on the sale or use of such security that under ASC 820-10-35 (as modified by ASU 2022-03) should be incorporated into the security’s
fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security, the
Company will classify the investment as Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale. The Company transfers
investments between levels based on the fair value at the beginning of the measurement period in accordance with FASB ASC 820. For investments
transferred out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.
Securities
Transactions
Securities
transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company
( i.e. , the trade date). Securities transactions outside conventional channels, such as private transactions, are recorded as of
the date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation
to pay for securities purchased or to deliver securities sold, respectively.
Valuation
of Other Financial Instruments
The
carrying amounts of the Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable,
and accrued expenses, approximate fair value due to their short-term nature.
Cash
The
Company custodies its cash with Western Alliance Trust Company, N.A., and may place cash in demand deposit accounts with other high-quality
financial institutions. The cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company
believes the risk of loss associated with any uninsured balance is remote.
Escrow Proceeds Receivable
A portion of the proceeds
from the sale of portfolio investments are held in escrow as a recourse for indemnity claims that may arise under the sale agreement or
other related transaction contingencies. Amounts held in escrow are held at estimated realizable value and included in net realized gains/(losses)
on investments in the Condensed Consolidated Statements of Operations for the period in which they occurred and are adjusted as needed.
Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflected on the Condensed Consolidated
Statements of Assets and Liabilities as escrow proceeds receivable. Escrow proceeds receivable resulting from contingent consideration
are to be recognized when the amount of the contingent consideration becomes realized or realizable. As of March 31, 2026 and December
31, 2025, the Company had no escrow proceeds receivable.
Restricted
Cash
Restricted
Cash consists of amounts that are held in a separate account and are subject to specific contractual restrictions that limit their availability
for general corporate use. These funds are not readily available for use in the Company’s general operations and are segregated
from unrestricted cash and cash equivalents.
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
March 31, 2026
Deferred
Financing Costs
The
Company records fees and expenses incurred in connection with financing or capital raising activities relating to the Company’s
shelf registration statement on Form N-2 as deferred financing costs. The Company also incurred additional offering costs in connection
with its 6.00 % Notes due 2026. The Company defers these offering costs until capital is raised pursuant to the shelf registration statement
or as the shelf registration statement expires. For equity capital raised, the offering costs reduce paid-in capital resulting from the
offering. These costs are deferred and amortized using the straight-line method over the respective life of the financing instrument.
For modifications to a financing instrument, any unamortized origination costs are expensed.
The
Company records fees and expenses incurred in connection with debt capital raises as deferred debt issuance costs. Such costs are reflected
in the carrying value of the related debt instrument, and not the Company’s deferred financing costs. For debt capital raised,
the associated offering costs are deferred and amortized as part of interest expense using the straight-line method over the life of
the debt instrument. As of March 31, 2026 and December 31, 2025, the Company had deferred financing costs of $ 500,275 and $ 508,310 , respectively,
on the Condensed Consolidated Statements of Assets and Liabilities.
SCHEDULE OF DEFERRED FINANCING COSTS
March 31, 2026
December 31, 2025
Deferred debt issuance costs
$ 950,644
$ 1,056,167
Deferred financing costs
500,275
508,310
Total
$ 1,450,919
$ 1,564,477
Refer
to “Note 10—Debt Capital Activities” for further detail regarding the Company’s deferred debt issuance costs.
Operating
Leases & Related Deposits
The
Company accounts for its operating leases as prescribed by ASC 842, Leases , which requires lessees to recognize a right-of-use
asset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding lease liability
for all leases with terms greater than 12 months. The lease expense is presented as a single lease cost that is amortized on a straight-line
basis over the life of the lease. Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease
cost. The
Company has recorded a right-of-use asset and a corresponding lease liability for the operating lease obligation. These amounts have
been discounted using the rate implicit in the lease. Refer to “Note 7—Commitments and Contingencies— Operating Leases
and Related Deposits ” for further detail.
Stock-based
Compensation
Using
the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured
at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Determining
the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the
expected volatility of the Company’s stock price. Differences between actual results and these estimates could have a material
effect on the Company’s financial results. Forfeitures are accounted for as they occur. Refer to “Note 11—Stock-Based
Compensation” for further detail.
22
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
March 31, 2026
Revenue
Recognition
The
Company recognizes gains or losses on the sale of investments using the specific identification method. The Company recognizes interest
income, adjusted for amortization of premium and accretion of discount, on an accrual basis. The Company recognizes dividend income on
the ex-dividend date.
Investment
Transaction Costs and Escrow Deposits
Commissions
and other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are
included in the cost basis of purchases and deducted from the proceeds of sales. The Company makes certain acquisitions on secondary
markets, which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private
company’s right of first refusal. If the underlying private company does not exercise or assign its right of first refusal and
all other conditions are met, then the funds in the escrow account are delivered to the seller and the account is closed. Such
transactions would be reflected on the Condensed Consolidated Statements of Assets and Liabilities as escrow deposits. As of March
31, 2026 and December 31, 2025, the Company had no
escrow deposits.
Unrealized
Appreciation or Depreciation of Investments
Unrealized
appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.
U.S.
Federal and State Income Taxes
The
Company elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code. To qualify for tax treatment as
a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely
distribute to its stockholders at least the sum of 90% of its investment company taxable income (“ICTI”), including payment-in-kind
interest income, as defined by the Code, and 90% of its net tax-exempt interest income (which is the excess of its gross tax-exempt interest
income over certain disallowed deductions) for each taxable year (the “Annual Distribution Requirement”). Depending on the
level of ICTI earned in a tax year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividend
distributions. Any such carryforward ICTI must be distributed on or before December 31 of the subsequent tax year to which it was carried
forward.
If
the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year
a sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period
ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Excise Tax
Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of the amount by which the Excise Tax Avoidance
Requirement exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual
taxable income will exceed estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes,
if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective
excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.
So
long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not be subject to U.S. federal and state
income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather,
any tax liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be
reflected in the Condensed Consolidated Financial Statements of the Company. Included in the Company’s Condensed Consolidated
Financial Statements, the Taxable Subsidiaries are subject to U.S. federal income tax imposed at corporate rates on their income,
regardless of whether the Company is a RIC. These 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 the Company’s Condensed Consolidated Financial Statements .
23
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
March 31, 2026
If
it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C Corporation”) under Subchapter C of
the Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment
as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including
its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it
be required to make distributions. Distributions, including distributions of net long-term capital gain, would generally be taxable to
its stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits. Subject
to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to
such dividend; non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,”
which is subject to reduced rates of U.S. federal income tax. Distributions in excess of the Company’s current and accumulated
earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any
remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed
above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed
to qualify as a RIC by the end of the first year that it intends to requalify for tax treatment as a RIC. If the Company fails to requalify
for tax treatment as a RIC for a period greater than two taxable years, it may be subject to regular corporate tax on any net built-in
gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses
that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification
or when recognized over the next five years. Refer to “Note 9—Income Taxes” for further details.
Per
Share Information
Net
change in net assets resulting from operations per basic common share is computed using the weighted-average number of shares outstanding
for the period presented. Diluted net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease)
in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive
securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period.
When applicable, the Company uses the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”),
to determine the number of potentially dilutive shares outstanding. Refer to “Note 6—Net Change in Net Assets Resulting from
Operations per Common Share—Basic and Diluted” for further detail.
Recently
Adopted Accounting Standards
In
November 2024, the FASB issued ASU 2024-04, “Debt — Debt with Conversion and Other Options”, which amends ASC 470-20
to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The amendments are
effective for fiscal years and interim periods within fiscal years beginning after December 15, 2025. The Company adopted ASU 2024-04
during the quarter ended March 31, 2026. However, adoption did not have any material impact on the Condensed Consolidated
Financial Statements.
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
Recently
Issued Accounting Standards
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements:
Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” ASU 2023-06 amends the disclosure
or presentation requirements related to various subtopics in the FASB Accounting Standards Codification including requiring investment
companies to disclose the components of capital on the balance sheet. The amendments in ASU 2023-06 will become effective on the date
which the SEC’s removal of related disclosures from Regulation S-X or Regulation S-K become effective, but no later than June 30, 2027.
The Company is currently evaluating the impact of the new guidance. However, it does not expect ASU 2023-06 to have a material impact
on the Company’s future Condensed Consolidated Financial Statements.
In
November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense
Disaggregation Disclosures”, which requires disaggregated disclosure of certain costs and expenses, including purchases of
inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. Additionally,
in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective for fiscal years
beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and
retrospective application is permitted. The Company is still assessing the impact of the new guidance. However, it does not expect
ASU 2024-03 to have a material impact on the Company’s future Condensed Consolidated Financial Statements.
In
May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810) - Determining the Accounting
Acquirer in the acquisition of a Variable Interest Entity”, which requires an entity to determine the accounting acquirer by considering
the factors in ASC 805-10-55-12 through 55-15. The amendments are effective for fiscal years and interim periods within fiscal years
beginning after December 15, 2026. The Company is still assessing the impact of the new guidance. However, it does not expect ASU 2025-03 to have a material impact on the Company’s future Condensed Consolidated
Financial Statements.
From
time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company
as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective
will not have a material impact on its Condensed Consolidated Financial Statements upon adoption.
NOTE
3— RELATED-PARTY ARRANGEMENTS
The
Company’s executive officers and directors serve or may serve as officers, directors, or managers of entities that operate in a
line of business similar to the Company’s, including new entities that may be formed in the future. Accordingly, they may have
obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s
stockholders.
The
1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an
order from the SEC permitting it to do so. As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions
with certain of its affiliates without the prior approval of the Board of Directors, including its independent directors, and, in some
cases, the SEC. The affiliates with which the Company may be prohibited from transacting include its officers, directors, and employees
and any person controlling or under common control with the Company, subject to certain exceptions.
In
the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party
transactions. To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company,
the Company has implemented certain written policies and procedures whereby the Company’s executive officers screen each of the
Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled
by the Company, and the Company’s executive officers and directors.
25
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
T he
Company’s investment in Skillsoft Corp. (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a
“remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr. Klein has a non-controlling
interest in the entity that controlled Churchill Sponsor II LLC, the sponsor of Churchill
Capital Corp. II, a SPAC, and was a non-controlling member of the board of directors of Churchill Capital Corp. II, through which the
Company executed a private investment in public equity transaction in order to acquire common shares of Skillsoft alongside the merger
of Skillsoft and Churchill Capital Corp II. In addition, Mr. Klein’s brother, Michael Klein, was a control person of such Churchill entities.
As of March 31, 2026, the fair value of the Company’s remote-affiliate investment in Skillsoft was $210,605 .
NOTE
4— INVESTMENTS AT FAIR VALUE
Investment
Portfolio Composition
The
Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and
options or agreements to purchase or acquire common and preferred stock), and to a lesser extent, debt securities, issued by private
and publicly traded companies. The Company may also, from time to time, invest in U.S. Treasury bills. Non-portfolio investments represent
investments in U.S. Treasury bills. As of March 31, 2026, the Company had 61 positions in 36 portfolio companies. As of December 31,
2025, the Company had 60 positions in 35 portfolio companies.
The
following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of
March 31, 2026 and December 31, 2025:
SCHEDULE OF COMPOSITION OF INVESTMENT PORTFOLIO
March 31, 2026
December 31, 2025
Cost
Fair Value
Percentage
of
Net Assets
Cost
Fair Value
Percentage
of
Net Assets
Private Portfolio Companies
Preferred Stock (1)
$ 146,750,830
$ 331,712,990
91.7 %
$ 145,749,202
$ 169,631,231
82.6 %
Common Stock (2)
76,760,413
45,478,068
12.6 %
77,006,339
46,713,129
22.8 %
Options (3)
6,982,279
7,933,439
2.2 %
2,971,657
4,201,543
2.0 %
Debt Investments
3,029,559
756,339
0.2 %
3,029,559
756,339
0.4 %
Total Private Portfolio Companies
233,523,081
385,880,836
106.7 %
228,756,757
221,302,242
107.8 %
Publicly Traded Portfolio Companies
Common Stock
10,454,928
2,015,865
0.6 %
10,922,147
3,586,956
1.7 %
Options
1,146,881
637,950
0.2 %
1,146,881
622,307
0.3 %
Total Publicly Traded Portfolio Companies
11,601,809
2,653,815
0.8 %
12,069,028
4,209,263
2.0 %
Total Investments
$ 245,124,890
$ 388,534,651
107.5 %
$ 240,825,785
$ 225,511,505
109.8 %
(1)
As
of March 31, 2026 and December 31, 2025, Preferred Stock also includes the Company’s investment in the Class A Interest of
ARK Type One Deep Ventures Fund LLC which is invested in the Series A-2 Preferred Shares of OpenAI Global, LLC, and the Company’s
investment in the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through
an SPV.
(2)
As
of March 31, 2026 and December 31, 2025, Common Stock in Private Portfolio Companies also includes the Company’s Limited Partner
Fund Investment in True Global Ventures 4 Plus Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity
2 LP which is invested in the Class A Common Stock of CoreWeave, Inc.
(3)
As
of March 31, 2026, Options in Private Portfolio Companies also includes the Company’s investment in the Class A Interest of
Magnetar Opportunity 2025-4 LP which is invested in a SAFE of TensorWave, Inc., as well as investments in the SAFEs of Orchard Technologies,
Inc. and PayJoy, Inc. As of December 31, 2025, Options in Private Portfolio Companies also includes the Company’s investments
in the SAFEs of Orchard Technologies, Inc., PayJoy, Inc., and Whoop, Inc.
26
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
The
geographic and industrial compositions of the Company’s portfolio at fair value as of March 31, 2026 and December 31, 2025 were
as follows:
As of March 31, 2026
As of December 31, 2025
Fair Value
Percentage
of
Portfolio
Percentage
of
Net Assets
Fair Value
Percentage
of
Portfolio
Percentage
of
Net
Assets
Geographic Region
Northeast
$ 222,372,455
57.3 %
61.5 %
$ 78,565,018
34.9 %
38.3 %
Southeast
61,787,895
15.9 %
17.1 %
44,761,355
19.8 %
21.8 %
West
50,874,594
13.1 %
14.1 %
49,566,027
22.0 %
24.1 %
Midwest
50,615,270
13.0 %
14.0 %
49,488,742
21.9 %
24.1 %
International
2,884,437
0.7 %
0.8 %
3,130,363
1.4 %
1.5 %
Total
$ 388,534,651
100.0 %
107.5 %
$ 225,511,505
100.0 %
109.8 %
As of March 31, 2026
As of December 31, 2025
Fair Value
Percentage
of
Portfolio
Percentage
of
Net Assets
Fair Value
Percentage
of
Portfolio
Percentage
of
Net
Assets
Industry
Consumer Goods & Services
$ 167,573,716
43.0 %
46.4 %
$ 47,772,963
21.2 %
23.3 %
Artificial Intelligence Infrastructure & Applications
113,046,152
29.1 %
31.3 %
69,004,148
30.6 %
33.6 %
Software-as-a-Service
44,542,801
11.5 %
12.3 %
44,725,975
19.8 %
21.8 %
Education Technology
22,518,208
5.8 %
6.2 %
23,683,271
10.5 %
11.5 %
Financial Technology & Services
18,595,600
4.8 %
5.1 %
18,168,362
8.1 %
8.8 %
Logistics & Supply Chain
15,427,663
4.0 %
4.3 %
17,678,235
7.8 %
8.6 %
SuRo Capital Sports
6,830,511
1.8 %
1.9 %
4,478,551
2.0 %
2.2 %
Total
$ 388,534,651
100.0 %
107.5 %
$ 225,511,505
100.0 %
109.8 %
27
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
The
table below details the composition of the Company’s industrial themes presented in the preceding tables:
Industry
Theme
Industry
Artificial
Intelligence Infrastructure
AI
Application Fund
&
Applications
AI
Infrastructure Fund
Consumer
Goods & Services
E-Commerce
Marketplace
Fitness
Technology
Lifestyle
Beverage Brand
Micromobility
Education
Technology
Business
Education
Interactive
Learning
Online
Education
Financial
Technology & Services
Cannabis
REIT
Carbon
Credit Services
Digital
Asset Infrastructure
Financial
Services
Financial
Technology Infrastructure
Mobile
Access Technology
Real
Estate Platform
Venture
Investment Fund
Logistics
& Supply Chain
Supply
Chain Technology
Warehouse
Automation
Software-as-a-Service
Home
Improvement Finance
Knowledge
Networks
Pharmaceutical
Technology
Productivity
Software
Retail
Technology
Social
Data Platform
SuRo
Capital Sports
Gaming
Technology
Geolocation
Technology
Interactive
Media & Services
Sports
Betting
28
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
Investment
Valuation Inputs
The
fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest
level of significant input used in the valuation as of March 31, 2026 and December 31, 2025 are as follows:
SCHEDULE OF FAIR VALUE OF INVESTMENT VALUATION INPUTS
As of March 31, 2026
Quoted
Prices in
Active Markets for
Identical Securities
(Level 1)
Significant
Other
Observable
Inputs
(Level
2)
Significant
Unobservable
Inputs
(Level
3)
Total
Investments at Fair Value
Private Portfolio Companies
Preferred Stock (1)
$ —
$ —
$ 331,712,990
$ 331,712,990
Common Stock (2)
—
—
45,478,068
45,478,068
Options (3)
—
—
7,933,439
7,933,439
Debt Investments
—
—
756,339
756,339
Private Portfolio Companies
—
—
385,880,836
385,880,836
Publicly Traded Portfolio Companies
Common Stock
2,015,865
—
—
2,015,865
Options
637,950
—
—
637,950
Publicly Traded Portfolio Companies
2,653,815
—
—
2,653,815
Total Investments at Fair Value
$ 2,653,815
$ —
$ 385,880,836
$ 388,534,651
(1)
Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested
in the Series A-2 Preferred Shares of OpenAI Global, LLC, and the Company’s investment in the Membership Interest of IH10,
LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2)
Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4
Plus Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in Class A Common
Stock of CoreWeave, Inc.
(3)
Options
in Private Portfolio Companies also includes the Company’s investment in the Class A Interest of Magnetar Opportunity 2025-4
LP which is invested in a SAFE of TensorWave, Inc., as well as investments in the SAFEs of Orchard Technologies, Inc. and PayJoy,
Inc.
29
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
As of December 31, 2025
Quoted
Prices in
Active Markets
for
Identical Securities
(Level
1)
Significant
Other
Observable
Inputs
(Level
2)
Significant
Unobservable
Inputs
(Level
3)
Total
Investments at Fair Value
Private Portfolio Companies
Preferred Stock (1)
$ —
$ —
$ 169,631,231
$ 169,631,231
Common Stock (2)
—
—
46,713,129
46,713,129
Options (3)
—
—
4,201,543
4,201,543
Debt Investments
—
—
756,339
756,339
Private Portfolio Companies
—
—
221,302,242
221,302,242
Publicly Traded Portfolio Companies
Common Stock
3,586,956
—
—
3,586,956
Options
622,307
—
—
622,307
Publicly Traded Portfolio Companies
4,209,263
—
—
4,209,263
Total Investments at Fair Value
$ 4,209,263
$ —
$ 221,302,242
$ 225,511,505
(1)
Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested
in the Series A-2 Preferred Shares of OpenAI Global, LLC, and the Company’s investment in the Membership Interest of IH10,
LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2)
Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4
Plus Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in Class A Common
Stock of CoreWeave, Inc.
(3)
Options in Private Portfolio Companies also includes the Company’s investments
in the SAFEs of Orchard Technologies, Inc., PayJoy, Inc., and Whoop, Inc.
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
Significant
Unobservable Inputs for Level 3 Assets and Liabilities
In
accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the fair value measurements
of the Company’s Level 3 assets as of March 31, 2026 and December 31, 2025. In addition to the techniques and inputs noted in the
tables below, according to the Company’s valuation policy, the Board of Directors may also use other valuation techniques and methodologies
when determining the fair value measurements of the Company’s assets. The tables below are not intended to be all-inclusive, but
rather provide information on the significant Level 3 inputs as they relate to the fair value measurements of the Company’s assets.
To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s
Level 3 fair value measurements as of March 31, 2026 and December 31, 2025. Significant changes in the inputs in isolation would result
in a significant change in the fair value measurement, depending on the input and the materiality of the investment. Refer to “Note
2—Significant Accounting Policies— Investments at Fair Value ” for more detail.
SCHEDULE OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT
As
of March 31, 2026
Asset
Fair
Value
Valuation
Approach/ Technique (1)
Unobservable
Inputs (2)
Range
(Weighted Average) (3)
Preferred
stock in private companies (4)
$ 331,712,990
Market
Approach
Revenue Multiples
0.28 x - 5.18 x ( 2.77 x)
Precedent Transactions
50 % - 100 % ( 100 %)
PWERM (7)
Revenue Multiples
0.92 x - 2.85 x ( 2.67 x)
Dissolution Risk
100 %
Precedent Transaction
90 %
Common
stock in private companies (5)
$ 45,478,068
Market
Approach
Revenue Multiples
0.34 x - 3.51 x ( 3.34 x)
Precedent Transactions
100 %
PWERM (7)
Dissolution Risk
100 %
Precedent Transaction
100 %
Options (6)
$ 7,933,439
Option
Pricing Model
Term to Expiration (Years)
0.25 - 1.11 ( 0.79 )
Volatility
44 % - 54 % ( 48 %)
Market
Approach
Precedent Transaction
100 %
Debt
investments
$ 756,339
Market
Approach
Revenue Multiples
0.34 x - 3.66 x ( 2.25 x)
(1)
As
of March 31, 2026, the Board of Directors used a hybrid market and income approach to value certain common and preferred stock investments,
as the Board of Directors felt this approach better reflected the fair value of these investments. In considering multiple valuation
approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from
one period of measurement to the next; however, the weighting of each in determining the final fair value of a Level 3 investment
may change based on recent events or transactions. The hybrid approach may also consider certain risk weightings to account for the
uncertainty of future events. Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”
for more detail.
(2)
The
Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of Level 3
investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions,
or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in revenue multiples, earnings
before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher
(lower) fair values, all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in
higher (lower) fair values, all else equal. The market approach utilizes market value (revenue and EBIT) multiples of publicly traded
comparable companies and available precedent sales transactions of comparable companies. The Board of Directors carefully considers
numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies.
These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors,
as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent
purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies— Investments
at Fair Value ” for more detail.
(3)
The
weighted averages are calculated based on the fair market value of each investment.
(4)
Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested
in the Series A-2 Preferred Shares of OpenAI Global, LLC, and the Company’s investment in the Membership Interest of IH10,
LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(5)
Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4
Plus Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Class A
Common Stock of CoreWeave, Inc.
(6)
Options
in Private Portfolio Companies also includes the Company’s investment in the Class A Interest of Magnetar Opportunity 2025-4
LP which is invested in a SAFE of TensorWave, Inc., as well as investments in the SAFEs of Orchard Technologies, Inc. and PayJoy,
Inc.
(7)
Probability-Weighted
Expected Return Method, or “PWERM”.
31
Table of Contents
SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
As
of December 31, 2025
Asset
Fair
Value
Valuation
Approach/ Technique (1)
Unobservable
Inputs (2)
Range
(Weighted Average) (3)
Preferred stock
in private companies (4)
$ 169,631,231
Market Approach
Revenue Multiples
0.52 x - 7.95 x ( 3.47 x)
Precedent Transactions
25 % - 100 % ( 76 %)
PWERM (7)
Revenue Multiples
1.42 x - 5.60 x ( 1.72 x)
Dissolution Risk
100 %
Precedent Transaction
90 %
Common stock
in private companies (5)
$ 46,713,129
Market Approach
Revenue Multiples
0.57 x - 5.23 x ( 4.99 x)
Precedent Transactions
100 %
PWERM (7)
AFFO (8)
Multiples
8.42 x
Dissolution Risk
100 %
Options (6)
$ 4,201,543
Option Pricing
Model
Revenue Multiples
4.74 x - 5.60 x
Precedent Transaction
100 %
Term to Expiration (Years)
0.50 - 1.36 ( 0.88 )
Volatility
45 % - 50 % ( 48 %)
PWERM (7)
Precedent Transaction
90 %
Revenue Multiples
1.54 x - 1.90 x ( 1.72 x)
Market Approach
Precedent Transaction
25 % - 100 % ( 77 %)
Debt investments
$ 756,339
Market Approach
Revenue Multiples
0.57 x - 5.05 x ( 3.49 x)
Precedent Transactions
25 %
(1)
As
of December 31, 2025, the Board of Directors used a hybrid market and income approach to value certain common and preferred stock
investments, as the Board of Directors felt this approach better reflected the fair value of these investments. In considering multiple
valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to
change from one period of measurement to the next; however, the weighting of each in determining the final fair value of a Level
3 investment may change based on recent events or transactions. The hybrid approach may also consider certain risk weightings to
account for the uncertainty of future events. Refer to “Note 2—Significant Accounting Policies— Investments at
Fair Value ” for more detail.
(2)
The
Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of Level 3
investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions,
or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in revenue multiples, earnings
before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher
(lower) fair values, all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in
higher (lower) fair values, all else equal. The market approach utilizes market value (revenue and EBIT) multiples of publicly traded
comparable companies and available precedent sales transactions of comparable companies. The Board of Directors carefully considers
numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies.
These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors,
as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent
purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies— Investments
at Fair Value ” for more detail.
(3)
The
weighted averages are calculated based on the fair market value of each investment.
(4)
Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested
in the Series A-2 Preferred Shares of OpenAI Global, LLC, and the Company’s investment in the Membership Interest of IH10,
LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(5)
Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4
Plus Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Class A
Common Stock of CoreWeave, Inc.
(6)
Options
in Private Portfolio Companies also includes the Company’s investments in the SAFEs of Orchard Technologies, Inc., PayJoy,
Inc., and Whoop, Inc.
(7)
Probability-Weighted
Expected Return Method, or “PWERM”.
(8)
Adjusted
Funds From Operations, or “AFFO”.
The
aggregate values of Level 3 assets and liabilities changed during the three months ended March 31, 2026 as follows:
SCHEDULE OF AGGREGATE VALUE OF ASSETS AND LIABILITIES
Preferred
Stock (1)
Common
Stock (2)
Options
(3)
Debt
Total
Three Months Ended March 31, 2026
Preferred
Stock (1)
Common
Stock (2)
Options (3)
Debt
Investments
Total
Assets:
Fair Value as of December 31, 2025
$ 169,631,231
$ 46,713,129
$ 4,201,543
$ 756,339
$ 221,302,242
Transfers out of Level 3
Purchases, capitalized fees and interest
—
—
5,012,250
—
5,012,250
Sales/Redemptions of investments
—
( 245,926 )
—
—
( 245,926 )
Exercises and conversions (4)
1,001,628
—
( 1,001,628 )
—
—
Realized gains/(losses)
Net change in unrealized appreciation/(depreciation) included in earnings
161,080,131
( 989,135 )
( 278,726 )
—
159,812,270
Fair Value as of March 31, 2026
$ 331,712,990
$ 45,478,068
$ 7,933,439
$ 756,339
$ 385,880,836
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of March 31, 2026
$ 161,080,131
$ ( 989,136 )
$ ( 280,354 )
$ —
$ 159,810,641
(1)
Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested
in the Series A-2 Preferred Shares of OpenAI Global, LLC, and the Company’s investment in the Membership Interest of IH10,
LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2)
Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4
Plus Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in Class A Common
Stock of CoreWeave, Inc.
(3)
Options
in Private Portfolio Companies also includes the Company’s investment in the Class A Interest of Magnetar Opportunity 2025-4
LP which is invested in a SAFE of TensorWave, Inc., as well as investments in the SAFEs of Orchard Technologies, Inc. and PayJoy,
Inc.
(4)
During
the three months ended March 31, 2026, the Company’s portfolio investments had the following corporate actions which are reflected
above:
32
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026
Portfolio
Company
Conversion
from
Conversion
to
Whoop,
Inc.
Simple
Agreement for Future Equity
Preferred
Shares, Series G-2 (Level 3)
The
aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2025 as follows:
Preferred
Stock (1)
Common
Stock (2)
Options
(3)
Debt
Total
Year Ended December 31, 2025
Preferred
Stock (1)
Common
Stock (2)
Options (3)
Debt
Investments
Total
Assets:
Fair Value as of December 31, 2024
$ 151,003,991
$ 35,922,154
$ 4,357,138
$ 506,339
$ 191,789,622
Fair Value, Beginning balance
$ 151,003,991
$ 35,922,154
$ 4,357,138
$ 506,339
$ 191,789,622
Transfers out of Level 3
( 5,221,824 )
( 6,323,519 )
( 498,305 )
—
( 12,043,648 )
Purchases, capitalized fees and interest
5,330,509
5,395,541
1,083,211
252,363
12,061,624
Sales/Redemptions of investments
—
( 16,324,378 )
—
—
( 16,324,378 )
Exercises and conversions (4)
( 15,768,763 )
17,775,155
( 2,006,392 )
—
—
Realized gains/(losses)
( 1,002,755 )
11,395,780
—
—
10,393,025
Net change in unrealized appreciation/(depreciation) included in earnings
35,290,073
( 1,127,604 )
1,265,891
( 2,363 )
35,425,997
Fair Value as of December 31, 2025
$ 169,631,231
$ 46,713,129
$ 4,201,543
$ 756,339
$ 221,302,242
Fair Value, Ending balance
$ 169,631,231
$ 46,713,129
$ 4,201,543
$ 756,339
$ 221,302,242
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2025
$ 34,444,974
$ ( 1,127,603 )
$ 1,121,861
$ ( 2,363 )
$ 34,436,869
Net
change in unrealized appreciation/ (depreciation) of Level 3 investments still held
$ 34,444,974
$ ( 1,127,603 )
$ 1,121,861
$ ( 2,363 )
$ 34,436,869
(1)
Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested
in the Series A-2 Preferred Shares of OpenAI Global, LLC, and the Company’s investment in the Membership Interest of IH10,
LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2)
Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4
Plus Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in Class A Common
Stock of CoreWeave, Inc.
(3)
Options
in Private Portfolio Companies also includes the Company’s investments in the SAFEs of Orchard Technologies, Inc., PayJoy,
Inc., and Whoop, Inc.
(4)
During
the year ended December 31, 2025, the Company’s portfolio investments had the following corporate actions which are reflected
above:
Portfolio
Company
Conversion
from
Conversion
to
CoreWeave,
Inc.
Preferred
Shares, Series A
Common
shares
Common
Shares (Level 2)
CW
Opportunity 2 LP
Preferred
Shares, Series C
Common
Shares (Level 3)
Commercial
Streaming Solutions Inc.
(d/b/a
BettorView)
Simple
Agreement for Future Equity
Preferred
Shares, Class A-1 (Level 3)
Colombier
Sponsor II LLC
Class
B Units
Class
W Units
GrabAGun
Digital Holdings Inc. Common Shares (Level 1)
GrabAGun
Digital Holdings Inc. Common Warrants (Level 1)
Stake
Trade, Inc. (d/b/a Prophet Exchange)
Simple
Agreement for Future Equity
Preferred
Shares, Series B-IV (Level 3)
33
Table of Contents
SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026
Schedule
of Investments In, and Advances to, Affiliates
Transactions
during the three months ended March 31, 2026 involving the Company’s controlled investments and non-controlled/affiliate investments
were as follows:
SCHEDULE
OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
Type/Industry/Portfolio Company/Investment
Shares/
Principal/Quantity
Fair Value at December 31, 2025
Transfer In/ (Out)
Unrealized
Gains/(Losses)
Fair Value at March 31, 2026
Percentage
of Net
Assets
NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)
Preferred Stock
Interactive Media & Services
Commercial Streaming Solutions Inc. (d/b/a BettorView)–Preferred Shares, Series A-1
10,548,522
$ 350,000
$ —
$ ( 350,000 )
$ —
— %
Knowledge Networks
Maven Research, Inc.–Preferred Shares, Series C
318,979
—
—
—
—
— %
Maven Research, Inc.–Preferred Shares, Series B
49,505
—
—
—
—
— %
Total Knowledge Networks
—
—
—
—
— %
Interactive Learning
StormWind, LLC (2) – Preferred Shares, Series D 8%
329,337
435,806
—
( 37,093 )
398,713
0.11 %
StormWind, LLC (2) – Preferred Shares, Series C 8%
2,779,134
4,760,083
—
( 417,992 )
4,342,090
1.20 %
StormWind, LLC (2) – Preferred Shares, Series B 8%
3,279,629
2,578,473
—
( 425,665 )
2,152,809
0.60 %
StormWind, LLC (2) – Preferred Shares, Series A 8%
366,666
83,005
—
( 38,272 )
44,734
0.01 %
Total Interactive Learning
7,857,367
—
( 919,022 )
6,938,345
1.92 %
Total Preferred Stock
8,207,367
—
( 1,269,022 )
6,938,345
1.92 %
Common Stock
Online Education
Curious.com, Inc.–Common Shares
1,135,944
—
—
—
—
— %
Total Common Stock
—
—
—
—
— %
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ 8,207,367
$ —
$ ( 1,269,022 )
$ 6,938,345
1.92 %
*
All portfolio investments are non-income-producing, unless
otherwise identified. Equity investments may be subject to lock-up restrictions upon their IPO. Preferred dividends are generally only
payable when declared and paid by the portfolio company’s board of directors. The Company’s directors, officers, employees
and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party
Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise
noted. (Refer to “Note 4—Investments at Fair Value”). All of the Company’s portfolio investments are restricted
as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.
(Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).
(1)
“Affiliate Investments” are investments in those
companies that are “Affiliated Companies” of SuRo Capital, as defined in the 1940 Act. In general, a company is deemed to
be an “Affiliate” of SuRo Capital if SuRo Capital beneficially owns, directly or indirectly, between 5% and 25% of the voting
securities (i.e., securities with the right to elect directors) of such company.
(2)
SuRo Capital’s investments in StormWind, LLC are held
through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW Holdings, Inc.
34
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
Schedule
of Investments In, and Advances to, Affiliates
Transactions
during the year ended December 31, 2025 involving the Company’s controlled investments and non-controlled/affiliate investments
were as follows:
Type/Industry/Portfolio
Company/Investment
Shares/
Principal/
Quantity
Fair
Value at December 31, 2024
Transfer
In/ (Out)
Unrealized
Gains/(Losses)
Fair
Value at December 31, 2025
Percentage
of
Net
Assets
CONTROLLED
INVESTMENTS * (2)
Common Stock
Special
Purpose Acquisition Company
Colombier
Sponsor II LLC** (3) –Class B Units
—
$ 1,101,695
$ ( 1,103,719 )
$ 2,024
$ —
— %
Total
Common Stock
1,101,695
( 1,103,719 )
2,024
—
— %
Options
Special
Purpose Acquisition Company
Colombier
Sponsor II LLC** (3) –Class W Units
—
498,305
( 499,221 )
- -
916
—
— %
Total
Options
498,305
( 499,221 )
916
—
— %
TOTAL
CONTROLLED INVESTMENTS* (2)
$ 1,600,000
$ ( 1,602,940 )
$ 2,940
$ —
— %
NON-CONTROLLED/AFFILIATE
INVESTMENTS * (1)
Preferred Stock
Interactive
Media & Services
Commercial Streaming Solutions
Inc. (d/b/a BettorView)–Preferred Shares, Series A-1
10,548,522
$ —
$ 1,000,000
$ ( 650,000 )
$ 350,000
0.17 %
Knowledge
Networks
Maven Research, Inc.–Preferred
Shares, Series C
318,979
—
—
—
—
— %
Maven
Research, Inc.–Preferred Shares, Series B
49,505
—
—
—
—
— %
Total
Knowledge Networks
—
—
—
—
— %
Interactive
Learning
StormWind,
LLC (4) – Preferred Shares, Series D 8%
329,337
501,626
—
( 65,820 )
435,806
0.21 %
StormWind,
LLC (4) – Preferred Shares, Series C 8%
2,779,134
5,376,994
—
( 616,911 )
4,760,083
2.32 %
StormWind,
LLC (4) – Preferred Shares, Series B 8%
3,279,629
3,233,922
—
( 655,449 )
2,578,473
1.26 %
StormWind,
LLC (4) – Preferred Shares, Series A 8%
366,666
156,285
—
( 73,280 )
83,005
0.04 %
Total
Interactive Learning
9,268,827
—
( 1,411,460 )
7,857,367
3.83 %
Total Preferred Stock
9,268,827
1,000,000
( 2,061,460 )
8,207,367
4.00 %
Common
Stock
Online
Education
Curious.com, Inc.–Common Shares
1,135,944
—
—
—
—
— %
Total
Common Stock
—
—
—
—
— %
TOTAL
NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ 9,268,827
$ 1,000,000
$ ( 2,061,460 )
$ 8,207,367
4.00 %
* All
portfolio investments are non-income-producing, unless otherwise identified. Equity investments
may be subject to lock-up restrictions upon their IPO. Preferred dividends are generally
only payable when declared and paid by the portfolio company’s board of directors.
The Company’s directors, officers, employees and staff, as applicable, may serve on
the board of directors of the Company’s portfolio investments. (Refer to “Note
3—Related-Party Arrangements”). All portfolio investments are considered Level
3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note
4—Investments at Fair Value”). All of the Company’s portfolio investments
are restricted as to resale, unless otherwise noted, and were valued at fair value as determined
in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant
Accounting Policies— Investments at Fair Value ”).
**
Indicates assets that SuRo
Capital believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s total
investments as of December 31, 2025, 32.70 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
(1) “Affiliate
Investments” are investments in those companies that are “Affiliated Companies”
of SuRo Capital, as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate”
of SuRo Capital if SuRo Capital beneficially owns, directly or indirectly, between 5% and
25% of the voting securities (i.e., securities with the right to elect directors) of such
company.
(2) “Control
Investments” are investments in those companies that are “Controlled Companies”
of SuRo Capital, as defined in the 1940 Act. In general, under the 1940 Act, the Company
would “Control” a portfolio company if the Company beneficially owns, directly
or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
the right to elect directors) and/or had the power to exercise control over the management
or policies of such portfolio company.
(3) Denotes
an investment that is the sponsor of a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
(4) SuRo
Capital’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
wholly owned subsidiary, GSVC SW Holdings, Inc.
35
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
NOTE
5— COMMON STOCK
Share
Repurchase Program
On
August 8, 2017, the Company announced a $ 5.0 million discretionary open-market share repurchase program of shares of the Company’s
common stock, $ 0.01 par value per share, of up to $ 5.0 million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $ 5.0
million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”). Following several intervening
approvals from the Company’s Board of Directors to increase the amount of shares of the Company’s common stock that may be
repurchased under the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program to later expiration dates,
on October 29, 2025, the Company’s Board of Directors authorized an extension, and increase in the amount of common shares that
may be purchased under, of the Company’s discretionary Share Repurchase Program until the earlier of (i) October 31, 2026 or (ii)
the repurchase of $ 64.3 million in aggregate amount of the Company’s 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
the Company to acquire any specific number of shares of its common stock. Under the Share Repurchase Program, the Company may repurchase
its outstanding common stock in the open market, provided that it complies with the prohibitions under its insider trading policies and
procedures and the applicable provisions of the 1940 Act and the Exchange Act.
During
the three months ended March 31, 2026 and 2025, the Company did no t repurchase any shares of the Company’s common stock under the
Share Repurchase Program. As of March 31, 2026, the dollar value of shares that remained available to be purchased by the Company under
the Share Repurchase Program was approximately $ 25.0 million.
Second
Amended and Restated 2019 Equity Incentive Plan
Refer
to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted
under the Second Amended & Restated 2019 Equity Incentive Plan (as defined therein).
At-the-Market
Offering
On
July 29, 2020, the Company established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market
Sales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG
LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc.
(collectively, the “Agents”). Under the Sales Agreement, the Company may, but has no obligation to, issue and sell up to
$ 150.0 million in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to
them as principal for their own account. The Company intends to use the net proceeds from the ATM Program to make investments in portfolio
companies in accordance with its investment objective and strategy and for general corporate purposes.
Sales
of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415
under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or through
a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices
or at other negotiated prices. Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from
time to time.
36
Table of Contents
SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
The
Agents will receive a commission from the Company equal to up to 2.0 % of the gross sales price of any Shares sold through the Agents
under the Sales Agreement and reimbursement of certain expenses. The Sales Agreement contains customary representations, warranties and
agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
During
the three months ended March 31, 2026 and 2025, the Company did no t issue or sell Shares under the ATM Program. As of March 31, 2026,
up to approximately $ 87.9 million in aggregate amount of the Shares remain available for sale under the ATM Program.
NOTE
6— NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED
The
following information sets forth the computation of basic and diluted net change in net assets resulting from operations per common share,
pursuant to ASC 260, for the three months ended March 31, 2026 and 2025.
SCHEDULE
OF BASIC AND DILUTED COMMON SHARE
2026
2025
Three
Months Ended March 31,
2026
2025
Earnings
per common share–basic:
Net change in net assets resulting
from operations
$ 155,636,060
$ ( 806,715 )
Weighted-average common
shares–basic
25,380,755
23,571,840
Earnings
per common share–basic
$ 6.13
$ ( 0.03 )
Earnings
per common share–diluted:
Net change in net assets resulting from operations
$ 155,636,060
$ ( 806,715 )
Adjustment
for interest and amortization on 6.50 % Convertible Notes due 2029 (1)
627,872
—
Net
change in net assets resulting from operations, as adjusted
$ 156,263,932
$ ( 806,715 )
Adjustment
for dilutive effect of 6.50 % Convertible Notes due 2029 (1)
4,779,715
—
Weighted-average
common shares outstanding–diluted (1)
30,160,470
23,571,840
Earnings
per common share–diluted
$ 5.18
$ ( 0.03 )
(1) For
the three months ended March 31, 2025, 4,516,131 potentially dilutive common shares were excluded from the weighted-average common shares
outstanding for diluted net change in net assets resulting from operations per common share because the effect of these shares would
have been anti-dilutive.
NOTE
7— COMMITMENTS AND CONTINGENCIES
In
the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio
company at some future date or over a specified period of time. On December 31, 2025, the Company committed up to $ 20,000,000 to Magnetar
Opportunity 2025-4 LP that required it to make future investments subject to the satisfaction of certain conditions. During the three
months ended March 31, 2026, the Company funded $ 5,000,000 of the commitment. As of March 31, 2026, the remaining unfunded commitment
to Magnetar Opportunity 2025-4 LP was $ 15,000,000 , subject to the satisfaction of certain conditions.
From
time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating
to the enforcement of its rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be
predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial
condition or results of operations. The Company is not currently a party to any material legal proceedings.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
Operating
Leases and Related Deposits
The
Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease liability
for the operating lease obligation. The lease originally commenced on June 3, 2019 and expired on August 31, 2024. On September 1, 2024,
the Company extended the previous operating lease for office space for an additional term of three years and three months, with an estimated
commencement date of January 1, 2025 and expiring March 31, 2028. On February 7, 2025, the Company executed a commencement letter, upon
which the lease term was amended to begin on February 13, 2025 and expiring May 12, 2028. The lease expense is presented as a single
lease cost that is amortized on a straight-line basis over the life of the lease.
As
of March 31, 2026 and December 31, 2025, the Company booked a right-of-use asset and operating lease liability of $ 324,895
and $ 327,932 ,
respectively, on the Condensed Consolidated Statements of Assets
and Liabilities .
As of March 31, 2026 and December 31, 2025, the Company recorded a security deposit of $ 16,574
and $ 16,574 ,
respectively, on the Condensed Consolidated Statements of Assets and Liabilities. For the three months ended March 31, 2026 and
2025, the Company incurred $ 37,066
and $ 23,188 ,
respectively, of operating lease expense. The amounts reflected on the Condensed Consolidated Statements of Assets and Liabilities
have been discounted using the rate implicit in the lease. As of March 31, 2026, the remaining lease term was 2.2
years and the discount rate was 3.00 %.
The
following table shows future minimum payments under the Company’s operating lease as of March 31, 2026:
SCHEDULE
OF FUTURE MINIMUM PAYMENTS OF OPERATION LEASE
For
the Year Ended December 31,
Amount
2026
$ 116,524
2027
159,471
2028
59,688
Total
$ 335,683
NOTE
8— FINANCIAL HIGHLIGHTS
SCHEDULE
OF FINANCIAL HIGHLIGHTS
2026
2025
Three Months Ended March 31,
2026
2025
Per Basic Share Data
Net asset value at beginning of
year
$ 8.09
$ 6.68
Net asset value
$ 8.09
$ 6.68
Net investment
loss (1)
( 0.16 )
( 0.16 )
Net realized
gain/(loss) on investments (1)
0.04
<( 0.01 )
Realized
loss on partial repurchase of 6.00% Notes due December 30, 2026 (1)
—
<( 0.01 )
Net change
in unrealized appreciation/(depreciation) of investments (1)
6.25
0.12
Stock-based
compensation (1)
0.02
0.02
Net asset value at end of period
$ 14.24
$ 6.66
Per share market value at end of period
$ 10.71
$ 4.97
Total return based on market
value (2)
13.45 %
( 15.48 )%
Total return based on net
asset value (2)
76.02 %
( 0.30 )%
Shares outstanding at end of period
25,387,393
23,551,859
Ratios/Supplemental Data:
Net assets at end of period
$ 361,551,582
$ 156,804,155
Average net assets
$ 206,417,463
$ 156,454,212
Ratio
of net operating expenses to average net assets (3)
9.25 %
10.79 %
Ratio of net investment loss
to average net assets (3)
( 7.82 )%
( 9.49 )%
Portfolio Turnover Ratio
0.52 %
5.28 %
(1) Based
on weighted-average number of shares outstanding for the relevant period.
(2) Total
return based on market value is based upon the change in market price per share between the
opening and ending market values per share in the period, adjusted for dividends . Total return based on net asset value is based upon the change in net asset value
per share between the opening and ending net asset values per share in the period, adjusted
for dividends.
(3) Financial
highlights for periods of less than one year are annualized and the ratios of operating expenses
to average net assets and net investment loss to average net assets are adjusted accordingly.
Because the ratios are calculated for the Company’s common stock taken as a whole,
an individual investor’s ratios may vary from these ratios.
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
NOTE
9— INCOME TAXES
The
Company elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code and, as such, will not be subject
to U.S. federal income tax on the portion of taxable income (including gains) timely distributed as dividends for U.S. federal income
tax purposes to stockholders. Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certain
deductions, as well as taxable net realized investment gains. Taxable income generally differs from net income for financial reporting
purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized
appreciation or depreciation, as such gains or losses are not included in taxable income until they are realized.
To
qualify as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing dividends
of an amount generally at least equal to 90 % of its investment company taxable income, as defined by the Code and determined without
regard to any deduction for distributions paid, to its stockholders. The amount to be paid out as a distribution is determined by the
Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company. To the extent that
the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total amount of the
Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.
As
a RIC, the Company will be subject to a 4 % nondeductible U.S. federal excise tax on certain undistributed income unless the Company makes
distributions treated as dividends for U.S. federal income tax purposes in a timely manner to its stockholders in respect of each calendar
year of an amount at least equal to the sum of (1) 98% of its ordinary income (taking into account certain deferrals and elections) for
each calendar year, (2) 98.2% of its capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October
31 of each such calendar year and (3) any ordinary income and net capital gains for preceding years, but not distributed during such
years and on which the Company paid no U.S. federal income tax. The Company will not be subject to this excise tax on any amount on which
the Company incurred U.S. federal corporate income tax (such as the tax imposed on a RIC’s retained net capital gains).
Depending
on the level of taxable income earned in a taxable year, the Company may choose to carry over taxable income in excess of current taxable
year distributions from such taxable income into the next taxable year and incur a 4 % excise tax on such taxable income, as required.
The maximum amount of excess taxable income that may be carried over for distribution in the next taxable year under the Code is the
total amount of distributions paid in the following taxable year, subject to certain declaration and payment guidelines. To the extent
the Company chooses to carry over taxable income into the next taxable year, distributions declared and paid by the Company in a taxable
year may differ from the Company’s taxable income for that taxable year as such distributions may include the distribution of current
taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable
year, or returns of capital.
The
Company has subsidiaries that are classified as corporations for U.S. federal income tax purposes which hold certain portfolio
investments in an effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC
tax provisions of the Code. These subsidiaries are consolidated for GAAP and the portfolio investments held by the subsidiaries are
included in the Company’s Condensed Consolidated Financial Statements and are recorded at fair value. These subsidiaries are
not consolidated with the Company for U.S. federal income tax purposes and may generate income tax expense, or benefit, and tax
assets and liabilities as a result of their ownership of certain portfolio investments. Any income generated by these subsidiaries
generally would be subject to U.S. federal income tax imposed at corporate rates.
The
Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that it
may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to
carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax.
39
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
The
Company is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes
are not currently payable/receivable.
For
U.S. federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences
may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amount
of such limitations, if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profits
may be significantly less than the actual amounts of the tax attributes.
For
accounting purposes, the Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S. federal, New York, and
California and may be subject to the taxing authorities’ examination for the tax years 2022–2024 for federal and New York
and 2021–2024 in California, respectively. Further, the Company and the Taxable Subsidiaries accrue all interest and penalties
related to uncertain tax positions as incurred. As of March 31, 2026, there were no material interest or penalties incurred related to
uncertain tax positions.
NOTE
10— DEBT CAPITAL ACTIVITIES
6.00%
Notes due 2026
On
December 17, 2021, the Company issued $ 70.0 million aggregate principal amount of its 6.00% Notes due 2026 pursuant to an Indenture,
dated as of March 28, 2018 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association
(as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a second supplemental
indenture, dated as of December 17, 2021 (together with the Base Indenture, the “Indenture”), between the Company and the
Trustee. On December 21, 2021, the Company issued an additional $ 5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant
to an overallotment option. The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable quarterly in arrears on
March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022. The 6.00% Notes due 2026 have a maturity
date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. The Company has the right to redeem
the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price
of 100% of the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.
The
6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all
outstanding and future unsecured, unsubordinated indebtedness of the Company; senior to any of the Company’s future indebtedness
that expressly provides it is subordinated to the 6.00% Notes due 2026; effectively subordinated to any of the Company’s future
secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a security
interest), to the extent of the value of the assets securing such indebtedness (provided, however, that the Company has agreed under
the Indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes
due 2026 are outstanding, subject to certain exceptions); and structurally subordinated to all existing and future indebtedness and other
obligations of any of the Company’s subsidiaries.
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
The
Company records certain fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs. Such
costs are reflected in the carrying value of the 6.00% Notes due 2026. As of March 31, 2026 and December 31, 2025, the Company had
deferred debt issuance costs of $ 141,276
and $ 187,676 ,
respectively, associated with the 6.00% Notes due 2026. The table below shows a reconciliation from the aggregate principal amount
of 6.00% Notes due 2026 to the balance shown on the Condensed Consolidated Statements of Assets and Liabilities.
SCHEDULE
OF RECONCILIATION
FROM AGGREGATE PRINCIPAL AMOUNT OF 6.00% NOTES DUE 2026
March
31, 2026
December
31, 2025
Aggregate principal amount of 6.00%
Notes due 2026
$ 35,829,825
$ 35,829,825
Direct deduction of deferred
debt issuance costs
( 141,276 )
( 187,676 )
Total
$ 35,688,549
$ 35,642,149
The
6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”. The reported closing
market price of SSSSL on March 31, 2026 and December 31, 2025 was $ 25.07 and $ 25.00 per note, respectively. As of March 31, 2026 and
December 31, 2025, the fair value of the 6.00% Notes due 2026 was $ 35.8 million and $ 35.8 million, respectively.
On
August 6, 2024, the Company’s Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”),
which allows the Company to repurchase up to $ 35.0 million of its 6.00 % Notes due 2026 through open market purchases, including block
purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31,
2024, the Company repurchased and retired $ 30.3 million of aggregate principal amount of the 6.00% Notes due 2026.
On
October 29, 2025, the Company’s Board of Directors approved an extension of the discretionary note repurchase program (the “Note
Repurchase Program”) which allows the Company to repurchase up to an additional $ 40.0
million or the remaining aggregate principal amount, of its
6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the
1940 Act and the Exchange Act. During the year ended December 31, 2025, the Company repurchased and retired $ 8.8
million aggregate principal amount of the 6.00% Notes due 2026.
6.50%
Convertible Notes due 2029
On
August 14, 2024, the Company privately issued $ 25.0 million aggregate principal amount of its 6.50% Convertible Notes due 2029 (the “Initial
Notes”) pursuant to a Notes Purchase Agreement, as Amended and Restated on December 12, 2025 (the “Notes Purchase Agreement”),
between the Company and the purchaser identified therein (the “Purchaser”). On October 9, 2024, the Company issued an additional
$ 5.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029 (the “Additional Notes”), which are treated
as a single series with the Initial Notes. On January 16, 2025, the Company issued $ 5.0 million in Additional Notes, which are treated
as a single series with the Initial Notes and prior issuances of Additional Notes. As of March 31, 2026, $ 35.0 million of 6.50% Convertible
Notes due 2029 had been issued.
The
6.50% Convertible Notes due 2029 bear interest at a rate of 6.50 % per year, payable quarterly in arrears on March 30, June 30, September
30, and December 30 of each year, commencing on September 30, 2024. The 6.50% Convertible Notes due 2029 have a maturity date of August
14, 2029 , unless previously repurchased, redeemed or converted in accordance with the terms of the Notes Purchase Agreement. The Company
has the right to redeem the 6.50% Convertible Notes due 2029, in whole or in part, at any time or from time to time, on or after August
6, 2027, upon the fulfillment of certain conditions. The Company has determined that the Conversion Cap Cash Payment feature included
in the Convertible Note is an embedded derivative that meets the equity classification criteria. As such, the feature is not bifurcated
and is accounted for as part of the debt instrument, which is recorded at amortized cost. The Company continues to assess this feature
to determine if a future event would require bifurcation.
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
The
6.50% Convertible Notes due 2029 are convertible into shares of our common stock at the Purchaser’s sole discretion at an initial
conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustment
as provided in the Notes Purchase Agreement. Effective as of July 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes
due 2029 was adjusted to $7.53 per share (132.7530 shares of the Company’s common stock per $1,000 principal amount of the 6.50%
Convertible Notes due 2029) from the initial conversion price of $7.75 per share (129.0323 shares of the Company’s common stock
per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since issuance. The adjustment to the
conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes Purchase Agreement governing the 6.50% Convertible
Notes due 2029 as a result of the Company’s cash dividend of $ 0.25 per share, paid on July 31, 2025 to stockholders of record as
of the close of business on July 21, 2025. Effective as of November 21, 2025, the conversion rate applicable to the 6.50% Convertible
Notes due 2029 was adjusted to $7.32 per share (136.5633 shares of the Company’s common stock per $1,000 principal amount of the
6.50% Convertible Notes due 2029) from the most recent conversion price of $7.53 per share (132.7530 shares of the Company’s common
stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since July 21, 2025. The adjustment
to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes Purchase Agreement governing the 6.50%
Convertible Notes due 2029 as a result of the Company’s cash dividend of $ 0.25 per share, paid on December 5, 2025 to stockholders
of record as of the close of business on November 21, 2025.
The
6.50% Convertible Notes due 2029 are direct unsecured obligations of the Company and rank pari passu, or equal in right of payment,
with any outstanding existing or future unsecured, unsubordinated indebtedness of the Company. The 6.50% Convertible Notes due 2029 are
junior in right of payment to any existing or future secured credit facility; provided, however, that if the Company enters into a future
credit facility senior in right of payment to the 6.50% Convertible Notes due 2029 (including any secured indebtedness), the interest
on the outstanding principal amount of the 6.50% Convertible Notes due 2029 shall increase as of the date of such entry to 7.00 % per
annum.
The
table below shows a reconciliation from the aggregate principal amount of 6.50% Convertible Notes due 2029 to the balance shown on the
Condensed Consolidated Statements of Assets and Liabilities.
SCHEDULE
OF RECONCILIATION
FROM AGGREGATE PRINCIPAL AMOUNT OF 6.50% CONVERTIBLE NOTES DUE 2029
March
31, 2026
December
31, 2025
Aggregate principal amount of 6.50%
Convertible Notes due 2029
$ 35,000,000
$ 35,000,000
Direct deduction of deferred
debt issuance costs
( 809,369 )
( 868,491 )
Total
$ 34,190,631
$ 34,131,509
NOTE
11— STOCK-BASED COMPENSATION
Second
Amended and Restated 2019 Equity Incentive Plan
On
May 28, 2025, the Company’s Board of Directors adopted, and the Company’s stockholders approved, an amendment and restatement
of the Company’s Amended and Restated 2019 Equity Incentive Plan (the “Second Amended & Restated 2019 Equity Incentive
Plan”) under which the Company is authorized to grant equity awards for up to 2,390,186 shares of its common stock. In accordance
with the exemptive relief granted to the Company by the SEC on June 16, 2020 with respect to the Second Amended & Restated 2019 Equity
Incentive Plan, the Company is generally authorized to (i) issue restricted shares as part of the compensation package for certain of
its employees, officers and all directors, including non-employee directors (collectively, the “Participants”), (ii) issue
options to acquire shares of its common stock (“Options”) to certain employees, officers and employee directors as a part
of such compensation packages, (iii) withhold shares of the Company’s common stock or purchase shares of common stock from the
Participants to satisfy tax withholding obligations relating to the vesting of restricted shares or the exercise of Options granted to
the certain Participants pursuant to the Second Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to
pay the exercise price of Options granted to them with shares of the Company’s common stock.
42
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
Under
the Second Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000 worth
of restricted shares of common stock (based on the closing stock price of the common stock on the grant date). Each grant of $ 50,000
in restricted shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the
anniversary of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary
of such grant). During the three months ended March 31, 2026, the Company did no t grant any restricted shares to the Company’s
non-employee directors pursuant to the Second Amended & Restated 2019 Equity Incentive Plan.
Other
than such restricted shares granted to non-employee directors, the Compensation Committee of the Company’s Board of Directors may
determine the time or times at which restricted shares and Options granted to other Participants will vest or become payable or exercisable,
as applicable. The exercise price of each Option will not be less than 100% of the fair market value of the Company’s common stock
on the date the option is granted. However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s
outstanding common stock (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the
exercise price of the incentive stock option is at least 110% of the fair market value of the Company’s common stock on the date
of grant. Generally, no Option will be exercisable after the expiration of ten years from the date of grant. In the case of an Option
granted to a 10% Stockholder, the term of an incentive stock option will be for no more than five years from the date of grant.
During
the three months ended March 31, 2026, the Company did not grant any restricted shares to the Company’s officers pursuant to the
Second Amended & Restated 2019 Equity Incentive Plan.
For
the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense of $ 555,226
and $ 276,007 ,
respectively, not including executive and employee forfeits. As of March 31, 2026 and December 31, 2025, there were approximately $ 5,214,978
and $ 5,722,648
(immaterially adjusted from amount previously disclosed), respectively,
of total unrecognized compensation costs related to the restricted share grants. Compensation expense associated with the restricted
shares is recognized on a quarterly basis over the respective vesting periods.
The
following table summarizes the activities for the Company’s restricted share grants for the three months ended March 31, 2026 under
the Second Amended & Restated 2019 Equity Incentive Plan:
SCHEDULE
OF EQUITY INCENTIVE PLAN
Number of
Restricted Shares
Outstanding as of December 31, 2025 (1)
957,173
Granted
10,000
Vested (2)
( 1,000 )
Outstanding as of March 31, 2026
966,173
Total vested since inception as of March 31, 2026
1,169,249
(1) Not
including unvested dividends.
(2) The
balance of vested shares reflects the total shares vested during the period and has not been
reduced for those vested shares forfeited at time of vest related to net share settlement. The
Second Amended & Restated 2019 Equity Incentive Plan provides for the concept of “net
share settlement.” Specifically, it provides that the Company is authorized to withhold
the Common Stock at the time the restricted shares are vested and taxed in satisfaction of
the Participant’s tax obligations.
43
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2026
NOTE
12— SUBSEQUENT EVENTS
Portfolio
Activity
From
April 1, 2026 through May 5, 2026, the Company made the following investments (not including capitalized transaction costs).
SCHEDULE
OF INVESTMENTS BY COMPANY
Portfolio
Company
Investment
Transaction
Date
Amount
Huntress Labs Inc.
Common Stock
4/8/2026
$ 225,000
ClickHouse, Inc.
Series A Preferred
4/22/2026
9,471,170
Total
$ 9,696,170
From
April 1, 2026 through May 5, 2026, the Company received proceeds from the following investment.
SCHEDULE
OF INVESTMENTS
Portfolio Company
Transaction Date
Net Proceeds
Realized Gain (1)
CW Opportunity 2 LP
Various
$ 3,041,906
$ 2,140,384
_________________________________
(1) CW Opportunity 2 LP is an SPV for which the Class A Interest is solely invested in the Class A Common Shares of CoreWeave,
Inc. Realized
gain is calculated based on the current reporting by the SPV,
but may be subject to change or adjustment due to the impact of performance fees that may
be charged.
The
Company is frequently in negotiations with various private companies with respect to investments in such companies. Investments in private
companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such
closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its
stockholders and termination rights by the seller or the Company. Equity investments made through the secondary market may involve making
deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such
equity investments will be effectuated.
Partial
Conversion of the 6.50% Convertible Notes due 2029
From
April 1, 2026 through May 5, 2026, the Purchaser of the 6.50% Convertible Notes due 2029 elected to exercise their conversion
option on multiple occasions and convert a total of $ 5.0
million of their principal amount ($ 1,000
per Note) into 682,815 shares
of the Company’s common stock and $ 19.56 in
lieu of fractional shares. As of May 5, 2026 ,
the remaining principal balance of the 6.50% Convertible Notes due 2029 was $ 30.0
million.
Externalization
On
April 2, 2026, the Board of Directors, including all of its independent directors, unanimously approved a proposal to transition from
an internally managed BDC to an externally managed structure (the “Externalization”). The Board of Directors also approved
the related investment advisory agreement (the “Advisory Agreement”) with Neostellar Advisors LLC (the “Adviser”),
an entity jointly owned by certain current employees of the Company and Magnetar Holdings LLC, pursuant to which the Adviser would be
appointed as the investment adviser of the Company. Entry into the Advisory Agreement effectuating the Externalization is subject to
approval by the Company’s stockholders. If the Company’s stockholders do not approve the Advisory Agreement, the Company
will continue its operations as an internally managed BDC. For the avoidance of doubt, the Company is not being sold. If the Externalization
occurs, the Company’s stockholders immediately prior to the Externalization will be the Company’s stockholders immediately
following the Externalization and will hold the same number of shares of the Company’s common stock as they did prior to the Externalization.
The
key terms of the Externalization and the Advisory Agreement include:
● No
Incentive Fee on Pre-Existing Portfolio — Under the Advisory Agreement, the Adviser
would not be paid an incentive fee on any realized gains attributable to the Company’s
existing portfolio. Any such realized gains will inure to the benefit of the Company’s
stockholders.
● Expected
Annual Cost Savings — Based on the Board’s analysis, the Externalization
is expected to result in annual expense savings of approximately 0.77 % of average total assets
compared to the current internal management structure.
● Magnetar’s
$20 Million Capital Commitment — In connection with the Externalization, Magnetar
will agree to invest $ 20 million in the Company, the form of which will depend on certain
factors.
● Competitive
Fee Structure — The Board of Directors noted that the proposed base management
fee of 1.75 % of the Company’s gross assets is competitive with fees charged by comparable
BDCs and is below the median fee charged by private market venture and technology funds.
In addition, the fact that the Company will not pay any incentive fees on existing investments
has the potential to be highly accretive to stockholders.
● Management
Continuity — The Company’s current investment team, including Mark D. Klein
(Chairman, CEO and President) and Allison Green (CFO, Treasurer and Corporate Secretary),
will remain in their current capacities but will be employed by the Adviser rather than the
Company following the Externalization.
Upon
effectiveness of the Advisory Agreement, the Company also will enter into an administration agreement (the “Administration Agreement”)
with Neostellar Administrative Services LLC, an affiliate of the Adviser (the “Administrator”). Under the terms of the Administration
Agreement, the Administrator has agreed to perform (or oversee or arrange for the performance of) the administrative services necessary
for the operation of the Company. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator
in performing its obligations and providing personnel and facilities under the Administration Agreement, including the Company’s
allocable portion of overhead.
On
April 2, 2026, in connection with the Externalization, the Company’s Compensation Committee approved the following: (a) a grant
of 350,000 restricted shares (with any aggregate income tax liability to be paid by the Company) to Mark D. Klein, the Company’s
Chairman, President and Chief Executive Officer; (b) a grant of 60,000 restricted shares (with any aggregate income tax liability to
be paid by the Company) to Allison Green, the Company’s Chief Financial Officer, Treasurer and Corporate Secretary; (c) a cash
bonus of $ 850,000 to Mark D. Klein; and (d) a cash bonus of $ 500,000 to Allison Green. The foregoing compensation will be paid only if
the Advisory Agreement is approved by the Company’s stockholders.
NOTE
13— SUPPLEMENTAL FINANCIAL DATA
Summarized
Financial Information of Unconsolidated Subsidiaries
In
accordance with the SEC’s Regulation S-X and GAAP, the Company is precluded from consolidating any entity other than another investment
company, a controlled operating company that provides substantially all of its services and benefits to the Company, and certain entities
established for tax purposes where the Company holds a 100% interest; however, the Company must disclose certain financial information
related to any subsidiaries or other entities that are considered to be “significant subsidiaries” under the applicable rules
of Regulation S-X.
In
May 2020, the SEC adopted rule amendments that impacted the requirement of investment companies, including BDCs, to disclose the financial
statements of certain of their portfolio companies or acquired funds (the “Final Rules”). The Final Rules adopted a new definition
of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act. In accordance with Rules
3-09, 4-08(g), and 10-01(b)(1) of Regulation S-X, the Company must determine if any of its unconsolidated subsidiaries are considered
a “significant subsidiary.” The Final Rules amended the definition of “significant subsidiary” in a manner that
was intended to more accurately capture those portfolio companies that were more likely to materially impact the financial condition
of an investment company.
The
Company had no controlled portfolio companies as of March 31, 2026. The Company’s controlled portfolio company as of March 31,
2025, Colombier Sponsor II LLC, did not meet the definition of a “significant subsidiary” as set forth in Rule 1-02(w)(2)
of Regulation S-X.
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Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking
Statements
This
quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking
statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and
prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,”
“intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,”
“estimates,” “would,” “could,” “should,” “targets,” “projects,”
and variations of these words and similar expressions are intended to identify forward-looking statements.
The
forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, without limitation,
statements as to:
● our
future operating results;
● our
dependence upon our management team and key investment professionals;
● our
business prospects and the prospects of our portfolio companies;
● our
ability to manage our business and future growth;
● the
impact of investments that we expect to make;
● risks
related to investments in growth-stage companies, other venture capital-backed companies,
and generally U.S. companies;
● our
contractual arrangements and relationships with third parties;
● our
ability to make distributions;
● the
dependence of our future success on the general economy and its impact on the industries
in which we invest;
● risks
related to the uncertainty of the value of our portfolio investments;
● the
ability of our portfolio companies to achieve their objectives;
● change
in political, economic or industry conditions;
● our
expected financings and investments;
● the
impact of changes in laws or regulations (including the interpretation thereof), including
tax laws, on our operations and/or the operation of our portfolio companies;
● the
adequacy of our cash resources and working capital;
● risks
related to market volatility, including general price and volume fluctuations in stock markets;
and
● the
timing of cash flows, if any, from the operations of our portfolio companies.
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These
statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond
our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking
statements, including, without limitation:
● an
economic downturn could impair our portfolio companies’ ability to continue to operate,
which could lead to the loss of some or all of our investments in such portfolio companies;
● an
economic downturn could disproportionately impact the market sectors in which a significant
portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;
● a
contraction of available credit and/or an inability to access the equity markets could impair
our investment activities;
● increases
in inflation or an inflationary economic environment could adversely affect our portfolio
companies’ operating results, causing us to suffer losses in our portfolio;
● interest
rate volatility could adversely affect our results, particularly because we use leverage
as part of our investment strategy; and
● the
risks, uncertainties and other factors we identify in the sections entitled “Risk Factors”
in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings
with the SEC.
Although
we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could
prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate.
Important assumptions include our ability to originate new investments, certain margins and levels of profitability and the
availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking
statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will
be achieved. These risks and uncertainties include those described or identified in our quarterly reports on Form 10-Q and our
annual report on Form 10-K in the “Risk Factors” sections. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this quarterly report on Form 10-Q. The following analysis of our financial condition
and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes
thereto contained elsewhere in this quarterly report on Form 10-Q.
Overview
We
are an internally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development
company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be
treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
Code of 1986, as amended (the “Code”).
Our
investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related
investments, and to a lesser extent, income from debt investments. We invest principally in the equity securities of what we believe
to be rapidly growing venture capital-backed emerging companies. We acquire our investments through direct investments in prospective
portfolio companies, secondary marketplaces for private companies, negotiations with selling stockholders, and through investments in
special purpose vehicles (“SPVs”) and investment funds that invest directly in the equity or debt of a single private issuer.
In addition, we may invest in private credit and in the founders equity, founders warrants, venture capital investment funds, and private
investment in public equity (“PIPE”) transactions of special purpose acquisition companies (“SPACs”). We may
also invest on an opportunistic basis in select publicly traded equity securities, private equity funds and hedge funds that are excluded
from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, or certain
non-U.S. companies that otherwise meet our investment criteria, subject to applicable requirements of the 1940 Act.
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Our
investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies
across several key industry themes which may include, among others, Artificial Intelligence Infrastructure & Applications, Consumer
Goods & Services, Software-as-a-Service, Financial Technology & Services, and Logistics & Supply Chain. Our investment decisions
are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations,
focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as
an understanding of key market fundamentals. Venture capital funds or other institutional investors have invested in the vast majority
of companies we evaluate.
We
seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants,
preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity,
and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income producing,
have different voting rights than our common stock investments and are generally convertible into common stock at our discretion. As
our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore
we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.
We
seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.
In
regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible
portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies”
generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange. If
at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of
any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional
non-qualifying assets until such time as 70% of our then-current gross assets were comprised of qualifying assets. We would not be required,
however, to dispose of any non-qualifying assets in such circumstances.
Our
History
We
formed in 2010 as a Maryland corporation and operate as an internally managed, non-diversified closed-end management investment company.
Our investment activities are supervised by our Board of Directors and managed by our executive officers and investments professionals,
all of which are our employees.
Our
date of inception was January 6, 2011, which is the date we commenced development stage activities. We commenced operations as a BDC
upon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011.
On
and effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating as an internally managed non-diversified
closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved
the Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, we
are managed by our employees, rather than the employees of an external investment adviser. As a result of the Internalization, we no
longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs
associated with employing investment management professionals including, without limitation, compensation expenses related to salaries,
discretionary bonuses and restricted stock grants.
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Portfolio
and Investment Activity
Three
Months Ended March 31, 2026
The
value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes
in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.
The fair value as of March 31, 2026 of all of our portfolio investments was $388,534,651.
During
the three months ended March 31, 2026, we funded investments in an aggregate amount of $5,000,000 (not including capitalized transaction
costs) as shown in the following table:
Portfolio
Company
Investment
Transaction
Date
Gross
Payments
Magnetar
Opportunity 2025-4 LP (1)
Class A
Interest
1/2/2026
$ 5,000,000
Total
$ 5,000,000
(1) Magnetar
Opportunity 2025-4 LP is an SPV for which the Class A Interest is invested in TensorWave Inc. On December 31, 2025, SuRo Capital
committed up to $20.0 million to Magnetar Opportunity 2025-4 LP. On January 2, 2026, SuRo Capital funded $5.0 million of the
commitment. Magnetar Opportunity 2025-4 LP does not charge a management fee but does charge an incentive fee of 20%, subject to an
annual 15% IRR hurdle rate. As of March 31, 2026, $15.0 million of the commitment remains to be funded, subject to the satisfaction
of certain conditions
During
the three months ended March 31, 2026, we capitalized fees of $12,250.
During
the three months ended March 31, 2026, we exited or received proceeds from investments in the amount of $1,603,659, net of transaction costs, and realized a net gain on investments
of $890,513 as shown in the following table :
Portfolio
Company
Transaction
Date
Quantity
Average
Net Share Price (1)
Net
Proceeds
Realized
Gain
GrabAGun Digital
Holdings Inc. - Common Shares (2)
Various
440,246
$ 3.08
$ 1,357,733
$ 890,513
True Global Ventures 4
Plus Pte Ltd
3/5/2026
N/A
N/A
245,926
—
Total
$ 1,603,659
$ 890,513
(1) The
average net share price is the net share price realized after deducting all commissions and
fees on the sale(s), if applicable.
(2) As
of March 31, 2026, SuRo Capital held 599,754 remaining GrabAGun Digital Holdings Inc. common
shares.
Three
Months Ended March 31, 2025
The
value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes
in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.
The fair value as of March 31, 2025 of all of our portfolio investments was $213,577,198.
During
the three months ended March 31, 2025, we funded investments in an aggregate amount of $1,303,010 (not including capitalized transaction
costs) as shown in the following table:
Portfolio
Company
Investment
Transaction
Date
Gross
Payments
Orchard Technologies, Inc.
Senior Preferred Shares, Series
1
1/31/2025
$ 222,210
Orchard Technologies, Inc.
Simple Agreement for Future Equity
1/31/2025
80,800
Whoop, Inc.
Simple Agreement for
Future Equity
2/6/2025
1,000,000
Total
$ 1,303,010
During
the three months ended March 31, 2025, we capitalized fees of $4,568.
During
the three months ended March 31, 2025, we did not exit or receive proceeds from any of our investments, and realized a net loss on investments
of $17,951 (including adjustments to amounts held in escrow receivable).
During
the three months ended March 31, 2025, we did not write-off any investments.
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Table of Contents
Results
of Operations
Comparison
of the Three Months Ended March 31, 2026 and 2025
Operating
results for the three months ended March 31, 2026 and 2025:
Three
Months Ended March 31,
2026
2025
Total Investment
Income
$ 731,963
$ 499,094
Interest income
388,213
150,647
Dividend income
343,750
348,447
Total Operating Expenses
$ 4,710,455
$ 4,160,863
Compensation expense
1,976,252
1,667,835
Directors’ fees
195,562
170,565
Interest expense
1,217,194
1,259,849
Professional fees
872,729
750,224
Income tax expense
57,558
2,796
Other expenses
391,160
309,594
Net Investment Loss
$ (3,978,492 )
$ (3,661,769 )
Net realized gain/(loss) on investments
890,513
(17,951 )
Realized loss on partial repurchase of 6.00%
Notes due December 30, 2026
—
(15,873 )
Net change in unrealized appreciation/(depreciation)
of investments
158,724,039
2,888,878
Net Change in Net Assets
Resulting from Operations
$ 155,636,060
$ (806,715 )
Investment
Income
Investment income increased to $731,963 for the three months ended March
31, 2026 from $499,094 for the three months ended March 31, 2025. The net increase between periods was primarily due to an increase in
interest income received on cash, an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible
Note, and an increase in dividend income from Treehouse Real Estate Investment Trust, Inc. The increases were
offset by the cessation of dividend income from CW Opportunity 2 LP during the three months ended March 31, 2026, relative to the three months
ended March 31, 2025.
Operating
Expenses
Total
operating expenses increased to $4,710,455 for the three months ended March 31, 2026 from $4,160,863 for the three months ended
March 31, 2025. The increase in operating expenses was primarily due to increases in compensation expense, professional fees, income
tax expense, directors’ fees, and other expenses. These increases were partially offset by a decrease in interest expense during the
three months ended March 31, 2026, relative to the three months ended March 31, 2025.
Net
Investment Loss
For
the three months ended March 31, 2026, we recognized a net investment loss of $3,978,492, compared to a net investment loss of $3,661,769
for the three months ended March 31, 2025. The change between periods resulted from an increase in operating expenses, partially offset
by an increase in total investment income, during the three months ended March 31, 2026, relative to the three months ended March 31,
2025.
Net
Realized Gain/Loss on Investments
For
the three months ended March 31, 2026, we recognized a net realized gain on our investments of $890,513, compared to a net realized loss
of $17,951 for the three months ended March 31, 2025. The components of our net realized gains or losses on portfolio investments for
the three months ended March 31, 2026 and 2025, excluding short-term U.S. Treasury bills, are reflected in the tables above, under “—Portfolio and Investment Activity.”
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Net
Change in Unrealized Appreciation/(Depreciation) of Investments
For
the three months ended March 31, 2026, we had a net change in unrealized appreciation/(depreciation) of $158,724,039. For the three months
ended March 31, 2025, we had a net change in unrealized appreciation/(depreciation) of $2,888,878. The following table summarizes, by
portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months
ended March 31, 2026 and 2025.
Portfolio Company
Net
Change in Unrealized Appreciation/(Depreciation) For the Quarter Ended
March 31, 2026
Portfolio
Company
Net
Change in Unrealized Appreciation/(Depreciation) For the Quarter Ended
March 31, 2025
Whoop, Inc.
$ 122,409,743
ARK Type One Deep Ventures Fund
LLC
$ 10,164,967
IH10, LLC
20,706,600
Colombier Sponsor II LLC
8,610,476
ARK Type One Deep Ventures Fund LLC
17,125,324
Whoop, Inc.
5,421,854
EDGE Markets, Inc.
2,701,961
PSQ Holdings, Inc. (d/b/a PublicSquare)
(1,023,741 )
Plaid Inc.
1,922,805
Locus Robotics Corp.
(1,101,665 )
HL Digital Assets Inc.
1,220,864
Canva, Inc.
(1,160,056 )
CW Opportunity 2 LP
1,210,080
Learneo, Inc. (f/k/a Course Hero, Inc.)
(1,364,790 )
Aventine Property Group, Inc.
(1,159,407 )
Blink Health, Inc.
(1,881,034 )
Neutron Holdings, Inc. (d/b/a/ Lime)
(1,299,494 )
CoreWeave, Inc.
(3,439,087 )
FourKites, Inc.
(2,426,590 )
FourKites, Inc.
(4,636,617 )
CW Opportunity 2 LP
(5,493,634 )
Other (1)
(3,687,847 )
Other (1)
(1,207,795 )
Total
$ 158,724,039
Total
$ 2,888,878
(1) “Other”
represents investments for which individual changes in unrealized appreciation/(depreciation)
was less than $1.0 million for the three months ended March 31, 2026 and 2025.
Liquidity
and Capital Resources
Our
liquidity and capital resources are generated primarily from the sales of our investments, recent private convertible debt issuances,
and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering
of shares of our common stock as discussed below under “Equity Issuances and Debt Capital Activities—At-the-Market Offering”.
On December 17, 2021, we issued $75.0 million aggregate principal amount of our 6.00% Notes due 2026 (the “6.00% Notes due 2026”),
of which $35.8 million remain outstanding as of March 31, 2026. In addition, on August 14, 2024, we issued $25.0 million in aggregate
principal amount of 6.50% Convertible Notes due 2029, and on October 9, 2024 and January 16, 2025, we issued $5.0 million and $5.0 million,
respectively, in aggregate principal amount of the Additional Notes (as defined below), all of which remain outstanding. For additional
information, see “Equity Issuances and Debt Capital Activities—6.50% Convertible Notes due 2029” below and “Note
10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of March 31, 2026.
Our
primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the three months
ended March 31, 2026 and 2025 our operating expenses, including interest payments on our debt obligations, were $4,710,455 and $4,160,863,
respectively.
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As
of March 31, 2026, $35.8 million in aggregate principal of our 6.00% Notes due 2026 remained outstanding, with a maturity date of December
30, 2026. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time at a redemption price of 100%
of the outstanding principal amount plus accrued and unpaid interest. We may also continue to repurchase the 6.00% Notes due 2026 in the
open market under the Note Repurchase Program, which was extended by our Board of Directors on October 29, 2025 and authorizes us to repurchase
up to the remaining aggregate principal amount of the 6.00% Notes due 2026. We intend to satisfy our repayment obligation at maturity
primarily from existing cash balances, and we may also consider refinancing alternatives, including the issuance of new debt securities,
the sale of portfolio investments, or the issuance of equity under the ATM Program (under which approximately $87.9 million in aggregate
amount of shares remained available for sale as of March 31, 2026). Any refinancing involving the incurrence of new indebtedness would
require five business days’ prior written notice to the holder of our 6.50% Convertible Notes due 2029 pursuant to the Notes Purchase
Agreement. As of March 31, 2026, we held approximately $43.3 million in cash, which exceeds the outstanding principal amount of the 6.00%
Notes due 2026 and which we believe is sufficient to satisfy this obligation at maturity. In addition, as of March 31, 2026, we held approximately
$2.7 million of unrestricted securities of publicly traded portfolio companies that could provide an additional source of liquidity. We
will continue to evaluate our overall liquidity position and may take additional proactive steps, including the potential early redemption
or open-market repurchase of some or all of the outstanding 6.00% Notes due 2026, to manage this near-term maturity.
Cash Reserves
and Liquid Securities
March
31, 2026
December
31, 2025
Cash
$ 43,315,750
$ 49,034,154
Restricted cash (1)
—
38,741
Securities of publicly traded portfolio companies:
Unrestricted securities (2)
2,653,815
1,078,863
Subject
to other sales restrictions(3)
—
3,130,400
Securities of publicly
traded portfolio companies
2,653,815
4,209,263
Total
Cash Reserves and Liquid Securities
$ 45,969,565
$ 53,282,158
(1) Restricted
Cash consists of amounts that are held in a separate account and are subject to specific
contractual restrictions that limit their availability for general corporate use.
(2) “Unrestricted
securities” represents common stock and warrants of our publicly traded portfolio companies
that are not currently subject to any restrictions upon sale. We may incur losses.
(3) Securities
of publicly traded portfolio companies “subject to other sales restrictions”
represents common stock of our publicly traded portfolio companies that are currently subject
to certain lock-up restrictions.
During
the three months ended March 31, 2026, cash decreased to $43,315,750 from $49,034,154 at the beginning of the year. The decrease in
cash was primarily due to the purchase of new investments, payment of our operating expenses, and payment of interest on the
6.00% Notes due 2026 and 6.50% Convertible Notes due 2029. The decrease was offset by the increase in cash from the sale of public securities and investment income received.
Currently,
we believe we have ample liquidity to support our near-term capital requirements. Consistent with past and current practices, we will
continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon
the current circumstances.
Contractual
Obligations
A
summary of our significant contractual payment obligations as of March 31, 2026 is as follows:
Payments
Due By Period (in millions)
Total
Less
than
1
year
1–3
years
3–5
years
More
than
5
years
6.00% Notes due
2026 (1)
$ 35.8
$ 35.8
$ —
$ —
$ —
6.50% Convertible Notes due
2029 (2)
35.0
—
—
35.0
—
Operating lease liability
0.3
0.1
0.2
—
—
Total
$ 71.2
$ 36.0
$ 0.2
$ 35.0
$ —
(1) Reflects
the principal balance payable for the 6.00% Notes due 2026 as of March 31, 2026. Refer to
“Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements
as of March 31, 2026 for more information.
(2) Reflects
the principal balance payable for the 6.50% Convertible Notes due 2029 as of March 31, 2026.
Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial
Statements as of March 31, 2026 for more information.
Share
Repurchase Program
During
the three months ended March 31, 2026, we did not repurchase any shares of our common stock under the discretionary open-market
Share Repurchase Program. As of March 31, 2026, the dollar value of shares that remained available to be purchased under the Share Repurchase
Program is approximately $25.0 million. Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2026
or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.
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Under
the Share Repurchase Program, we may repurchase our outstanding common stock in the open market, provided that we comply with the prohibitions
under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the rules promulgated thereunder. For more information on the Share Repurchase Program,
see “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of March 31, 2026.
Off-Balance
Sheet Arrangements
As
of March 31, 2026 and 2025, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging
practices. However, we may employ hedging and other risk management techniques in the future.
Equity
Issuances and Debt Capital Activities
At-the-Market
Offering
On
July 29, 2020, we established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market Sales
Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG LLC,
Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc. (collectively,
the “Agents”). Under the Sales Agreement, we may, but have no obligation to, issue and sell up to $150.0 million in aggregate
amount of shares of our common stock (the “Shares”) from time to time through the Agents or to them as principal for their
own account. We intend to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our
investment objective and strategy and for general corporate purposes.
During
the three months ended March 31, 2026 and 2025, we did not issue or sell Shares under the ATM Program. As of March 31, 2026,
up to approximately $87.9 million in aggregate amount of the Shares remain available for sale under the ATM Program.
Refer
to “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of March 31, 2026 for more
information regarding the ATM Program.
6.00%
Notes due 2026 - Note Repurchase Program
On
December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of
6.00% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30,
2022. On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026. We received approximately
$73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses. The 6.00% Notes
due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. We have
the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at
a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.
On
August 6, 2024, our Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”) which
allows us to repurchase up to $35.0 million of our 6.00% Notes due 2026 through open market purchases, including block purchases, in
such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2024, the Company
repurchased and retired $30.3 million of aggregate principal amount of the 6.00% Notes due 2026. On October 29, 2025, our Board of Directors
approved an extension of the discretionary note repurchase program (the “Note Repurchase Program”), which allows us to repurchase
up to an additional $40.0 million or the remaining aggregate principal amount, of our 6.00% Notes due 2026 through open market purchases,
including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended
December 31, 2025, the Company repurchased and retired $8.8 million of aggregate principal amount of the 6.00% Notes due 2026. As of
March 31, 2026, the aggregate principal dollar amount of 6.00% Notes due 2026 that remained available to be purchased under the Note
Repurchase Program was approximately $35.8 million.
Refer
to “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of March 31, 2026 for
more information regarding the 6.00% Notes due 2026.
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6.50%
Convertible Notes due 2029
On
August 14, 2024, we issued $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to a private purchaser (the
“Purchaser”), which bear interest at a rate of 6.50% per year, payable quarterly in arrears on March 30, June 30, September
30, and December 30 of each year, commencing on September 30, 2024. We received $24.3 million in proceeds from the issuance, net of underwriting
discounts and commissions. Under the purchase agreement governing the 6.50% Convertible Notes due 2029, as Amended and Restated on December
12, 2025 (the “Notes Purchase Agreement”), upon mutual agreement between the Company and the Purchaser, we may issue additional
6.50% Convertible Notes due 2029 for sale in subsequent offerings to the Purchaser (the “Additional Notes”), or issue additional
notes with modified pricing terms (the “New Notes”), in the aggregate for both the Additional Notes and the New Notes, up
to a maximum of $50.0 million in one or more private offerings. Pursuant to the Notes Purchase Agreement, on October 9, 2024, we issued
$5.0 million of Additional Notes to the Purchaser, and on January 16, 2025, we issued an additional $5.0 million of Additional Notes
to the Purchaser, which Additional Notes are treated as a single series with the initial issuance of the 6.50% Convertible Notes due
2029. The 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance
with their terms. We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.
The
6.50% Convertible Notes due 2029 are convertible into shares of our common stock at the Purchaser’s sole discretion at an initial
conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustment
as provided in the Notes Purchase Agreement.
Effective
as of July 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.53 per share (132.7530
shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the initial conversion
price of $7.75 per share (129.0323 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes
due 2029), which had been effective since issuance. The adjustment to the conversion rate of the 6.50% Convertible Notes due 2029 was
made pursuant to the Notes Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of the Company’s cash
dividend of $0.25 per share, paid on July 31, 2025 to stockholders of record as of the close of business on July 21, 2025.
Effective
as of November 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.32 per share (136.5633
shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the most recent
conversion price of $7.53 per share (132.7530 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible
Notes due 2029), which had been effective since July 21, 2025. The adjustment to the conversion rate of the 6.50% Convertible Notes due
2029 was made pursuant to the Notes Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of the Company’s
cash dividend of $0.25 per share, paid on December 5, 2025 to stockholders of record as of the close of business on November 21, 2025.
Refer
to “Note 10—Debt Capital Activities” and “Note 12—Subsequent Events” to our Condensed
Consolidated Financial Statements as of March 31, 2026 for more information regarding the 6.50% Convertible Notes due
2029.
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Distributions
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 March 31, 2026. 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
Fiscal 2025:
July 3, 2025 (16)
July 21, 2025
July 31, 2025
0.25
November
3, 2025 (17)
November 21, 2025
December 5, 2025
0.25
Total
$ 12.60
(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.
(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.
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(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.
(16)
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.
(17)
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.
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 Condensed Consolidated Financial
Statements. See “Note 2—Significant Accounting Policies— U.S. Federal and State Income Taxes ” and “Note
9—Income Taxes” to our Condensed Consolidated Financial Statements as of March 31, 2026 for more information. The Taxable
Subsidiaries included in our Condensed 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
Condensed Consolidated Financial Statements .
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Critical
Accounting Estimates and Policies
Critical accounting policies and practices are the policies that are both
most important to the portrayal of our financial condition and results, and require management’s most difficult, subjective, or
complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include
estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities
as of the date of the Condensed Consolidated Financial Statements and the reported amounts of certain revenues and expenses during the
reporting period. It is likely that changes in these estimates will occur in the near term. Our estimates are inherently subjective in
nature and actual results could differ materially from such estimates. See “Note 2—Significant Accounting Policies”
to our Condensed Consolidated Financial Statements as of March 31, 2026 for further detail regarding our critical accounting policies
and recently issued or adopted accounting pronouncements.
Related-Party
Transactions
See
“Note 3—Related-Party Arrangements” to our Condensed Consolidated Financial Statements as of March 31, 2026 for
more information.
Recent
Developments
Portfolio
Activity
Please
refer to “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of March 31, 2026 for
details regarding activity in our investment portfolio from April 1, 2026 through May 5, 2026.
We
are frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies
are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions
may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination
rights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts until
the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.
Externalization
On
April 2, 2026, our Board of Directors, including all of its independent directors, unanimously approved a proposal to transition us from
an internally managed BDC to an externally managed structure (the “Externalization”) and approved the related investment
advisory agreement (the “Advisory Agreement”) with Neostellar Advisors LLC (the “Adviser”), an entity jointly
owned by certain of our current employees and Magnetar Holdings LLC (“Magnetar”), pursuant to which the Adviser would be
appointed as our investment adviser. Entry into the Advisory Agreement effectuating the Externalization is subject to approval by our
stockholders. If our stockholders do not approve the Advisory Agreement, we will continue to operate as an internally managed BDC. We
are not being sold, and if the Externalization is consummated, our stockholders immediately prior to the Externalization will be our
stockholders immediately following the Externalization and will hold the same number of shares of our common stock as they held prior
to the Externalization.
Key
terms of the Externalization include: (i) no incentive fee payable to the Adviser on realized gains attributable to our existing portfolio;
(ii) expected annual expense savings of approximately 0.77% of average total assets compared to the current internal management structure;
(iii) a $20 million capital commitment by Magnetar to invest in us, the form of which will depend on certain factors; (iv) a base management
fee of 1.75% of our gross assets, which our Board of Directors determined to be competitive with fees charged by comparable BDCs and
below the median fee charged by private market venture and technology funds; and (v) management continuity, with our current investment
team, including Mark D. Klein and Allison Green, continuing in their current capacities, but as employees of the Adviser rather than
us following the Externalization. Upon effectiveness of the Advisory Agreement, we also will enter into an administration agreement (the
“Administration Agreement”) with Neostellar Administrative Services LLC, an affiliate of the Adviser (the “Administrator”),
pursuant to which the Administrator will provide, or oversee the provision of, administrative services necessary for our operations,
subject to our reimbursement of the Administrator’s costs and expenses, including our allocable portion of overhead.
In
connection with the Externalization, on April 2, 2026, our Compensation Committee approved (a) a grant of 350,000 restricted shares (with
any aggregate income tax liability to be paid by us) to Mark D. Klein; (b) a grant of 60,000 restricted shares (with any aggregate income
tax liability to be paid by us) to Allison Green; (c) a cash bonus of $850,000 to Mark D. Klein; and (d) a cash bonus of $500,000 to
Allison Green. The foregoing compensation will be paid only if the Advisory Agreement is approved by our stockholders.
For
additional information regarding the Externalization and its impact on stockholders, the Advisory Agreement, the Administration Agreement,
Magnetar and the compensation of management relating to the Externalization, please refer to “Note 12—Subsequent Events”
to our Condensed Consolidated Financial Statements as of March 31, 2026 and to the Current Report on Form 8-K we filed on April 7, 2026.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
Market
Risk
Our
equity investments are primarily in growth companies that in many cases have short operating histories and are generally illiquid. In
addition to the risk that these companies may fail to achieve their objectives, the price we may receive for these companies in private
transactions may be significantly impacted by periods of disruption and instability in the capital markets. While these periods of disruption
generally have little actual impact on the operating results of our equity investments, these events may significantly impact the prices
that market participants will pay for our equity investments in private transactions. This may have a significant impact on the valuation
of our equity investments.
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Valuation
Risk
Our
investments may not have a readily available market quotation, as such term is defined in Rule 2a-5 under the 1940 Act, and we value
these investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There
is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied
to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the
types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily
available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of
valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments
existed, and it is possible that the difference could be material. In addition, if we were required to liquidate a portfolio investment
in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Interest
Rate Risk
We
are subject to financial market risks, which could include, to the extent we utilize leverage with variable rate structures, changes
in interest rates. As we invest primarily in equity rather than debt instruments, we would not expect fluctuations in interest rates
to directly impact the return on our portfolio investments, although any significant change in market interest rates could potentially
have an adverse effect on the business, financial condition and results of operations of the portfolio companies in which we invest.
As of March 31, 2026, all of our debt investments and outstanding borrowings bore fixed rates of interest.
Item
4. Controls and Procedures
Evaluation of Disclosure Controls and
Procedures
As
of March 31, 2026, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed,
summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding
required disclosure. However, in evaluating the disclosure controls and procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management
necessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
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PART
II
Item
1. Legal Proceedings
We
are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against
us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating
to the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may seek to impose liability
on us in connection with the activities of our portfolio companies. Our business is also subject to extensive regulation, which may result
in regulatory proceedings against us. While the outcome of any future legal or regulatory proceedings cannot be predicted with certainty,
we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item
1A. Risk Factors
Investing
in our securities involves a number of significant risks. In addition to the other information contained in this report, you should carefully
consider the factors discussed in our annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March
11, 2026, which could materially affect our business, financial condition and/or operating results. Although the risks described in our
annual report on Form 10-K for the fiscal year ended December 31, 2025 represent the principal risks associated with an investment in
us, they are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be
immaterial, might materially and adversely affect our business, financial condition and/or operating results. There have been no material changes to the risk factors discussed in “Item 1A. Risk Factors” of Part I of our annual report
on Form 10-K for the fiscal year ended December 31, 2025.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
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.
Issuer
Purchases of Equity Securities (1)
Information
relating to our purchases of our common stock during the three months ended March 31, 2026 is as follows:
Period
Total
Number
of
Shares
Purchased
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, 2026
—
$ —
—
$ 25,000,000
February 1 through February 28, 2026
—
—
—
25,000,000
March 1 through March 31, 2026
—
—
—
25,000,000
Total
—
—
(1) 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 three months ended March 31, 2026, we did not repurchase
shares of common stock under the Share Repurchase Program. As of March 31, 2026, the dollar
value of shares that remained available to be purchased under the Share Repurchase Program
was approximately $25.0 million. For more information on the Share Repurchase Program, see
“Note 5—Common Stock” to our Condensed Consolidated Financial Statements
as of March 31, 2026.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
(a)
None.
(b)
None.
(c)
For the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company has entered into 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 .
The
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.
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Item
6. Exhibits
The
following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
3.1
Articles
of Amendment and Restatement (1)
3.2
Articles
of Amendment (2)
3.3
Articles
of Amendment (3)
3.4
Articles
of Amendment (4)
3.5
Second
Amended and Restated Bylaws (4)
4.1
Base
Indenture, dated March 28, 2018, by and between the Registrant and U.S. Bank National Association, as trustee (5)
4.2
Second
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 (6)
4.3
Form
of 6.00% Notes due 2026 (incorporated by reference to Exhibit 4.2) (6)
4.4
Description
of Securities (7)
10.1
Notes Purchase Agreement, dated August 6, 2024, by and between the Registrant and the purchaser party thereto (8)
10.2
Amended and Restated Notes Purchase Agreement, dated December 12, 2025, by and between the Registrant and the purchaser party thereto (9)
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) Previously
filed as Exhibit 10.19 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.
(9) Previously
filed as Exhibit 10.20 in connection with the Registrant’s Annual Report on Form 10-K
(File No. 814-00852) filed on March 11, 2026, and incorporated by reference herein.
* Filed
herewith.
59
Table of Contents
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SURO
CAPITAL CORP.
Date:
May
6, 2026
By:
/s/
Mark D. Klein
Mark
D. Klein
Chairman,
President and Chief Executive Officer
(Principal
Executive Officer)
Date:
May
6, 2026
By:
/s/
Allison Green
Allison
Green
Chief
Financial Officer, Treasurer, and Corporate Secretary
(Principal
Financial and Accounting Officer)
60
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.