SURO CAPITAL CORP.

Previous wording

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 or certain non-U.S. companies that otherwise meet our investment criteria, subject to applicable requirements of the 1940 Act. To the extent we make investments in 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, we will limit such investments to no more than 15% of our net assets.

Current wording

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.

Previous wording

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, Software-as-a-Service, Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Education Technology, Logistics & Supply Chain, Financial Technology & Services, and SuRo Sports. 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.

Current wording

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, Software-as-a-Service, Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Education Technology, Logistics & Supply Chain, Financial Technology & Services, and SuRo Capital Sports. 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.

Previous wording

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.

Current wording

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 June 30, 2025 of all of our portfolio investments was $243,798,547.

Previous wording

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:

Current wording

During the six months ended June 30, 2025, we funded investments in an aggregate amount of $6,302,884 (not including capitalized transaction costs) as shown in the following table:

Previous wording

During the three months ended March 31, 2025, we capitalized fees of $4,568.

Current wording

During the six months ended June 30, 2025, we capitalized fees of $400,237.

Previous wording

During the three months ended March 31, 2024, we exited or received proceeds from investments in the amount of $318,316, net of transaction costs, and realized a net loss on investments of $424,074 (including adjustments to amounts held in escrow receivable) as shown in following table:

Current wording

During the six months ended June 30, 2025, we exited or received proceeds from investments in the amount of $41,251,774, net of transaction costs, and realized a net gain on investments of $21,194,660 (including adjustments to amounts held in escrow receivable) as shown in following table:

Previous wording

During the three months ended March 31, 2025, we did not write-off any investments.

Current wording

During the six months ended June 30, 2025, we did not write-off any investments.

Previous wording

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, 2024, of all of our portfolio investments, excluding short-term U.S. Treasury bills, was $175,015,571.

Current wording

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 June 30, 2024 of all of our portfolio investments was $182,904,880.

Previous wording

During the three months ended March 31, 2024, we funded investments in an aggregate amount of $9,999,996 (not including capitalized transaction costs or investments in short-term U.S. Treasury bills) as shown in the following table:

Current wording

During the six months ended June 30, 2024, we funded investments in an aggregate amount of $34,999,944 (not including capitalized transaction costs) as shown in the following table:

Previous wording

During the three months ended March 31, 2024, we capitalized fees of $3,938.

Current wording

During the six months ended June 30, 2024, we capitalized fees of $73,100.

Previous wording

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).

Current wording

During the six months ended June 30, 2024, we exited or received proceeds from investments (not including short-term U.S. Treasury bills) in the amount of $10,551,335, net of transaction costs, and realized a net loss on investments of $453,686 (including adjustments to amounts held in escrow receivable) as shown in following table:

Previous wording

During the three months ended March 31, 2024, we did not write-off any investments.

Current wording

During the six months ended June 30, 2024, we did not write-off any investments.

Previous wording

Comparison of the Three Months Ended March 31, 2025 and 2024

Current wording

Comparison of the three and six months ended June 30, 2025 and 2024

Previous wording

Operating results for the three months ended March 31, 2025 and 2024 are as follows:

Current wording

Operating results for the three and six months ended June 30, 2025 and 2024 are as follows:

Previous wording

Investment income decreased to $499,094 for the three months ended March 31, 2025 from $1,528,091 for the three months ended March 31, 2024. The net decrease between periods was primarily due to the cessation of interest income from short-term U.S. Treasury bills and a decrease in interest income received on cash, and in addition to no longer receiving interest income from Architect Capital PayJoy SPV, LLC following the redemption of our investment in June 2024. Additional decreases were related to a decrease in interest income from interest accruals of debt investments in Xgroup Holdings Limited (d/b/a Xpoint), and a decrease in dividend income from Aventine due to the pause placed on their declaration of dividends that began in August 2024. The decreases were offset by an increase in dividend income from CW Opportunity 2 LP during the three months ended March 31, 2025, relative to the three months ended March 31, 2024.

Current wording

Investment income decreased to $666,398 for the six months ended June 30, 2025 from $2,555,444 for the six months ended June 30, 2024. The net decrease between periods was primarily due to the cessation of interest income from short-term U.S. Treasury bills and a decrease in interest income received on cash, in addition to no longer receiving interest income from Architect Capital PayJoy SPV, LLC following the redemption of our investment in June 2024. Additional decreases were related to a decrease in interest income from interest accruals on our debt investment in Xgroup Holdings Limited (d/b/a Xpoint), and a decrease in dividend income from Aventine Property Group, Inc. due to the pause placed on their declaration of dividends that began in August 2024. The decreases were offset by an increase in dividend income from CW Opportunity 2 LP during the six months ended June 30, 2025, relative to the six months ended June 30, 2024.

Previous wording

Total operating expenses decreased to $4,160,863 for the three months ended March 31, 2025 from $4,750,993 for the three months ended March 31, 2024. The decrease in operating expense was primarily due to decreases in compensation expense and other expenses, offset by an increase in professional fees and interest expense during the three months ended March 31, 2025, relative to the three months ended March 31, 2024.

Current wording

Total operating expenses decreased to $3,889,464 for the three months ended June 30, 2025 from $4,682,978 for the three months ended June 30, 2024. The decrease in operating expense was primarily due to decreases in compensation expense and other expenses, in addition to a decrease in income tax expense due to the receipt of a prior year tax refund in the current period. These decreases were partially offset by increases in professional fees, interest expense, and directors’ fees during the three months ended June 30, 2025, relative to the three months ended June 30, 2024.

Previous wording

For the three months ended March 31, 2025, we recognized a net investment loss of $3,661,769, compared to a net investment loss of $3,222,902 for the three months ended March 31, 2024. The change between periods resulted from a decrease in total investment income and operating expenses during the three months ended March 31, 2025, relative to the three months ended March 31, 2024.

Current wording

For the three months ended June 30, 2025, we recognized a net investment loss of $3,722,160, compared to a net investment loss of $3,655,625 for the three months ended June 30, 2024. The change between periods resulted from a decrease in total investment income and operating expenses during the three months ended June 30, 2025, relative to the three months ended June 30, 2024.

Previous wording

For the three months ended March 31, 2025, we recognized a net realized loss on our investments of $17,951, compared to a net realized loss of $424,074 for the three months ended March 31, 2024. The components of our net realized losses on portfolio investments for the three months ended March 31, 2025 and 2024, excluding short-term U.S. Treasury bills and fluctuations in escrow receivables estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.”

Current wording

For the three months ended June 30, 2025, we recognized a net realized gain on our investments of $21,212,611, compared to a net realized loss of $29,612 for the three months ended June 30, 2024. The components of our net realized gains or losses on portfolio investments for the three months ended June 30, 2025 and 2024, excluding short-term U.S. Treasury bills and fluctuations in escrow receivables estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.”

Previous wording

For the three months ended March 31, 2025, we had a net change in unrealized appreciation/(depreciation) of $2,888,878. For the three months ended March 31, 2024, we had a net change in unrealized appreciation/(depreciation) of $(18,418,370). The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended March 31, 2025 and 2024.

Current wording

For the three months ended June 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $44,837,619. For the three months ended June 30, 2024, we had a net change in unrealized appreciation/(depreciation) of $(6,965,946). The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended June 30, 2025 and 2024.

Previous wording

Our liquidity and capital resources are generated primarily from the sales of our investments 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”. In addition, 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 $39.7 million remain outstanding as of March 31, 2025. 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, 2025.

Current wording

Our liquidity and capital resources are generated primarily from the sales of our investments 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 $39.7 million remain outstanding as of June 30, 2025. 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 June 30, 2025.

Previous wording

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, 2025 and 2024, our operating expenses, including interest payments on our debt obligations, were $4,160,863 and $4,750,993, respectively.

Current wording

Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the six months ended June 30, 2025 and 2024, our operating expenses, including interest payments on our debt obligations, were $8,050,327 and $9,433,971, respectively.

Previous wording

During the three months ended March 31, 2025, cash decreased to $16,180,542 from $20,035,640 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 investment income received.

Current wording

During the six months ended June 30, 2025, cash increased to $49,891,542 from $20,035,640 at the beginning of the year. The increase in cash was primarily due to the sale of public securities. The increase was offset by payment of our operating expenses and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029.

Previous wording

During the three months ended March 31, 2025, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. During the three months ended March 31, 2024, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. As of March 31, 2025, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $25.0 million. Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2025 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.

Current wording

During the three and six months ended June 30, 2025 and 2024, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. As of June 30, 2025, 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, 2025 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.

Previous wording

During the three months ended March 31, 2025 and 2024, we did not issue or sell Shares under the ATM Program. As of March 31, 2025 and March 31, 2024, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Current wording

During the six months ended June 30, 2025 and 2024, we did not issue or sell Shares under the ATM Program. As of June 30, 2025 and June 30, 2024, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Previous wording

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. During the three months ended March 31, 2025, the Company repurchased and retired $5.0 million of aggregate principal amount of the 6.00% Notes due 2026, resulting in the total use of the authorized amount under the Note Repurchase Program.

Current wording

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. During the three and six months ended June 30, 2025, the Company repurchased and retired $0 and $5.0 million, respectively, of aggregate principal amount of the 6.00% Notes due 2026, resulting in the total use of the authorized amount under the Note Repurchase Program.