SURO CAPITAL CORP
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
NSLR$5.98-2.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
The following documents are filed or incorporated by reference as part of this annual report on Form 10-K:
| (1) | Financial Statements—Refer to Part II, Item 8 of this Form 10-K, which are incorporated herein by reference. |
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 67 |
| Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022 | 68 |
| Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 | 69 |
| Consolidated Statements of Changes in Net Assets for the years ended December 31, 2023, 2022 and 2021 | 70 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | 71 |
| Consolidated Schedule of Investments as of December 31, 2023 | 72 |
| Consolidated Schedule of Investments as of December 31, 2022 | 76 |
| Notes to Consolidated Financial Statements | 80 |
| (2) | Financial Statement Schedules—None. We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements. |
| (3) | 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 | Form of Common Stock Certificate(5) |
| 4.2 | Base Indenture, dated March 28, 2018, by and between the Registrant and U.S. Bank National Association, as trustee(6) |
| 4.3 | 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(7) |
| 4.4 | Form of 6.00% Notes due 2026 (incorporated by reference to Exhibit 4.3)(7) |
| 4.5 | Description of Securities(8) |
| 10.1 | Dividend Reinvestment Plan(1) |
| 10.2 | SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan(9) |
| 10.3 | Form of SuRo Capital Corp. Restricted Stock Agreement (Non-Employee Directors)(9) |
| 10.4 | Form of SuRo Capital Corp. Restricted Stock Agreement (Employees and Officers)(9) |
| 10.5 | Form of SuRo Capital Corp. Non-Qualified Stock Option Award(9) |
| 10.6 | Custody Agreement dated April 14, 2011 by and between the Registrant and U.S. Bank National Association(10) |
| 10.7 | Custody Agreement, dated October 28, 2022, by and between the Registrant and U.S. Bank Trust Company, National Association, as Custodian.(11) |
| 10.8 | Document Custody Agreement, dated October 28, 2022, by and between the Registrant and U.S. Bank Trust Company, National Association, as Document Custodian.(11) |
| 10.9 | Custody Agreement, dated April 19, 2023, by and between the Registrant and Western Alliance Trust Company, N.A., as Custodian.(15) |
| 10.10 | Form of Indemnification Agreement by and between the Company and each of its directors(1) |
| 10.11 | Second Amended and Restated Employment Agreement, dated April 26, 2021, by and between Sutter Rock Capital Corp. and Mark D. Klein(12) |
| 10.12 | Second Amended and Restated Employment Agreement, dated April 26, 2021, by and between Sutter Rock Capital Corp. and Allison Green(12) |
| 10.13 | Amendment No. 1 to Second Amended and Restated Employment Agreement, dated March 10, 2022, by and between SuRo Capital Corp. and Allison Green(8) |
| 10.14 | Amendment No. 1 to Second Amended and Restated Employment Agreement, dated November 28, 2023, by and between SuRo Capital Corp. and Mark D. Klein* |
| 10.15 | Amendment No. 2 to Second Amended and Restated Employment Agreement, dated November 28, 2023, by and between SuRo Capital Corp. and Allison Green* |
| 10.16 | At-the-Market Sales Agreement dated as of July 29, 2020, by and among SuRo Capital Corp., BTIG LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.(13) |
| 10.17 | Amendment No.1 to the At-the-Market Sales Agreement, dated as of September 23, 2020, by and among SuRo Capital Corp., BTIG LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.(14) |
| 14.1 | Code of Ethics(16) |
| 14.2 | Code of Business Conduct and Ethics(17) |
| 21.1 | List of Subsidiaries (Included in the notes to the consolidated financial statements contained in this report)* |
| 23.1 | Consent of Marcum LLP* |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended* |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 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* |
| 97.1 | SuRo Capital Corp. Dodd-Frank Compensation Recoupment Policy* |
| 99.1 | Report of Marcum LLP regarding the Senior Securities table* |
| 99.2 | Report of Deloitte & Touche LLP regarding the Senior Securities table(6) |
| 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 (embedded within the Inline XBRL document) |
| (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 Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-175655), filed on September 20, 2011, and incorporated by reference herein. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |
| (9) | Previously filed in connection with the Registrant’s Registration Statement on Form S-8 (File No. 333-239662) filed on July 2, 2020, and incorporated by reference herein. |
| (10) | Previously filed in connection with Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-171578), filed on April 15, 2011, and incorporated by reference herein. |
| (11) | Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on November 1, 2022, and incorporated by reference herein. |
| (12) | Previously filed in connection with the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00852), filed on May 6, 2021 and incorporated by reference herein. |
| (13) | Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on August 3, 2020 and incorporated by reference herein. |
| (14) | Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on September 23, 2020 and incorporated by reference herein. |
| (15) | Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852), filed on April 20, 2023 and incorporated by reference herein. |
| (16) | Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No. 814-00852), filed on March 16, 2023 and incorporated by reference herein. |
| (17) | Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No. 814-00852), filed on March 13, 2020 and incorporated by reference herein. |
- Filed herewith.
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