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SURO CAPITAL CORP.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

NSLR$5.76+2.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001493152-25-011683

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001493152-25-020943

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 89 previous paragraphs and 93 current paragraphs.

54 unchanged; 29 reworded; 6 added; 4 removed; 2 previous and 4 current paragraphs rearranged.

Tables are not compared: 44 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report

During the nine months ended September 30, 2024, we wrote-off our investments in Churchill Sponsor VII LLC and YouBet Technology, Inc. (d/b/a FanPower) following their dissolution.

Current report

The following table summarizes certain information relating to shares sold under the ATM Program:

Current report

The timing and number of shares to be repurchased pursuant to the Share Repurchase Program 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 its common stock. 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 Exchange Act.
Removed paragraphs (4)
Reworded paragraphs (29)

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

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 September 30, 2025 of all of our portfolio investments was $252,195,540.

Previous 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:

Current wording

During the nine months ended September 30, 2025, we funded investments in an aggregate amount of $11,552,884 (not including capitalized transaction costs) as shown in the following table:

Previous wording

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

Current wording

During the nine months ended September 30, 2025, we capitalized fees of $490,070.

Previous 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:

Current wording

During the nine months ended September 30, 2025, we exited or received proceeds from investments in the amount of $49,066,513, net of transaction costs, and realized a net gain on investments of $26,391,459 (including adjustments to amounts held in escrow receivable) as shown in following table:

Previous wording

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

Current wording

During the nine months ended September 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 June 30, 2024 of all of our portfolio investments was $182,904,880.

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 September 30, 2024 of all of our portfolio investments was $199,302,778.

Previous 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:

Current wording

During the nine months ended September 30, 2024, we funded investments in an aggregate amount of $57,500,344 (not including capitalized transaction costs) as shown in the following table:

Previous wording

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

Current wording

During the nine months ended September 30, 2024, we capitalized fees of $286,411.

Previous 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:

Current wording

During the nine months ended September 30, 2024, we exited or received proceeds from investments (not including short-term U.S. Treasury bills) in the amount of $14,941,469, net of transaction costs, and realized a net loss on investments of $14,167,198 (including adjustments to amounts held in escrow receivable) as shown in following table:

Previous wording

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

Current wording

Comparison of the three and nine months ended September 30, 2025 and 2024

Previous wording

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

Current wording

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

Previous wording

Investment income decreased to $167,304 for the three months ended June 30, 2025 from $1,027,353 for the three 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) during the three months ended June 30, 2025, relative to the three months ended June 30, 2024.

Current wording

Investment income decreased to $459,269 for the three months ended September 30, 2025 from $888,717 for the three months ended September 30, 2024. The net decrease between periods was primarily due to 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, and the cessation of dividend income from CW Opportunity 2 LP. These decreases were offset by an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note during the three months ended September 30, 2025, relative to the three months ended September 30, 2024.

Previous 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.

Current wording

Investment income decreased to $1,125,667 for the nine months ended September 30, 2025 from $3,444,161 for the nine months ended September 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 and an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note during the nine months ended September 30, 2025, relative to the nine months ended September 30, 2024.

Previous wording

Total operating expenses decreased to $8,050,327 for the six months ended June 30, 2025 from $9,433,971 for the six 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 six months ended June 30, 2025, relative to the six months ended June 30, 2024.

Current wording

Total operating expenses decreased to $3,914,084 for the three months ended September 30, 2025 from $4,096,590 for the three months ended September 30, 2024. The decrease in operating expense was primarily due to decreases in compensation expense, professional fees, and other expenses. These decreases were partially offset by increases in interest expense and directors’ fees during the three months ended September 30, 2025, relative to the three months ended September 30, 2024.

Previous 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.

Current wording

Total operating expenses decreased to $11,964,411 for the nine months ended September 30, 2025 from $13,530,561 for the nine months ended September 30, 2024. The decrease in operating expense was primarily due to decreases in compensation expense, professional fees, and other expenses, in addition to a decrease in income tax expense due to the receipt of a prior year tax refund. These decreases were partially offset by increases in interest expense and directors’ fees during the nine months ended September 30, 2025, relative to the nine months ended September 30, 2024.

Previous 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.

Current wording

For the three months ended September 30, 2025, we recognized a net investment loss of $3,454,815 compared to a net investment loss of $3,207,873 for the three months ended September 30, 2024. The change between periods resulted from a decrease in total investment income and operating expenses during the three months ended September 30, 2025, relative to the three months ended September 30, 2024.

Previous wording

For the six months ended June 30, 2025, we recognized a net investment loss of $7,383,929, compared to a net investment loss of $6,878,527 for the six months ended June 30, 2024. The change between periods resulted from a decrease in total investment income and operating expenses during the six months ended June 30, 2025, relative to the six months ended June 30, 2024.

Current wording

For the nine months ended September 30, 2025, we recognized a net investment loss of $10,838,744, compared to a net investment loss of $10,086,400 for the nine months ended September 30, 2024. The change between periods resulted from a decrease in total investment income and operating expenses during the nine months ended September 30, 2025, relative to the nine months ended September 30, 2024.

Previous 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.”

Current wording

For the three months ended September 30, 2025, we recognized a net realized gain on our investments of $5,196,799, compared to a net realized loss of $13,713,512 for the three months ended September 30, 2024. The components of our net realized gains or losses on portfolio investments for the three months ended September 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 six months ended June 30, 2025, we recognized a net realized gain on our investments of $21,194,660, compared to a net realized loss of $453,686 for the six months ended June 30, 2024. The components of our net realized gains or losses on portfolio investments for the six 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.”

Current wording

For the nine months ended September 30, 2025, we recognized a net realized gain on our investments of $26,391,459, compared to a net realized loss of $14,167,198 for the nine months ended September 30, 2024. The components of our net realized gains or losses on portfolio investments for the nine months ended September 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 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.

Current wording

For the three months ended September 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $5,675,109. For the three months ended September 30, 2024, we had a net change in unrealized appreciation/(depreciation) of $11,614,384. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended September 30, 2025 and 2024.

Previous wording

For the six months ended June 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $47,726,497. For the six months ended June 30, 2024, we had a net change in unrealized appreciation/(depreciation) of $(25,384,316). The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the six months ended June 30, 2025 and 2024.

Current wording

For the nine months ended September 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $53,401,606. For the nine months ended September 30, 2024, we had a net change in unrealized appreciation/(depreciation) of $(13,769,932). The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the nine months ended September 30, 2025 and 2024.

Previous 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.

Current wording

Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the nine months ended September 30, 2025 and 2024, our operating expenses, including interest payments on our debt obligations, were $11,964,411 and $13,530,561, respectively.

Previous 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.

Current wording

During the nine months ended September 30, 2025, cash increased to $54,587,797 from $20,035,640 at the beginning of the year. The increase in cash was primarily due to the sale of public securities and proceeds from the sale of our common stock. The increase was offset by payment of our operating expenses and interest expense on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029.

Previous 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.

Current wording

During the three and nine months ended September 30, 2025 and 2024, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. As of September 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 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.

Current wording

During the three and nine months ended September 30, 2025, the Company sold 1,230,984 Shares under the ATM Program. During the three and nine months ended September 30, 2024, the Company did not issue or sell Shares under the ATM Program. As of September 30, 2025, up to approximately $88.0 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 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.

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 nine months ended September 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.

Previous wording

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 our 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 our 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 Note Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of our 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.

Current wording

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 Note 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.

Previous wording

Refer to “—Recent Developments” and “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of June 30, 2025 for more information regarding the 6.50% Convertible Notes due 2029.

Current wording

Refer to “Part I. Item 2—Recent Developments” and “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2025 for more information regarding the 6.50% Convertible Notes due 2029.

Previous wording

On July 3, 2025, our Board of Directors declared a dividend of $0.25 per share payable on July 31, 2025 to our common stockholders of record as of the close of business on July 21, 2025. The dividend will be paid in cash.

Current wording

On November 3, 2025, the Company’s Board of Directors declared a dividend of $0.25 per share payable on December 5, 2025 to the Company’s common stockholders of record as of the close of business on November 21, 2025. The dividend will be paid in cash.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

On October 29, 2025, our Board of Directors authorized an extension of 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.

Current report — wording carried from elsewhere

As of November 5, 2025, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $25.0 million.

Current report — wording carried from elsewhere

6.00% Notes Due 2026 - Note Repurchase Program

Current report — wording carried from elsewhere

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. As of November 5, 2025, the dollar value of 6.00% Notes due 2026 that remained available to be purchased under the Note Repurchase Program was approximately $39.7 million.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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.