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Midas Edge

SURO CAPITAL CORP.

For the period ended Dec 31, 2025. Filed Mar 11, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 11, 2026

NSLR$5.98-2.8%Stored close · as of Nov 10, 2026

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Contents

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 Firm70
Consolidated Statements of Assets and Liabilities as of December 31, 2025 and 202472
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 202373
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2025, 2024 and 202374
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 202375
Consolidated Schedule of Investments as of December 31, 202576
Consolidated Schedule of Investments as of December 31, 202480
Notes to Consolidated Financial Statements84
(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:

3.1Articles of Amendment and Restatement(1)
3.2Articles of Amendment(2)
3.3Articles of Amendment(3)
3.4Articles of Amendment(4)
3.5Second Amended and Restated Bylaws(4)
4.1Form of Common Stock Certificate(5)
4.2Base Indenture, dated March 28, 2018, by and between the Registrant and U.S. Bank National Association, as trustee(6)
4.3Second 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)
4.4Form of 6.00% Notes due 2026 (incorporated by reference to Exhibit 4.3)(7)
4.5Description of Securities(8)
10.1Dividend Reinvestment Plan(1)
10.2SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan(9)
10.3SuRo Capital Corp. Second Amended and Restated 2019 Equity Incentive Plan(10)
10.4Form of SuRo Capital Corp. Restricted Stock Agreement (Non-Employee Directors)(9)
10.5Form of SuRo Capital Corp. Restricted Stock Agreement (Employees and Officers)(9)
10.6Form of SuRo Capital Corp. Non-Qualified Stock Option Award(9)
10.7Custody Agreement, dated April 19, 2023, by and between the Registrant and Western Alliance Trust Company, N.A., as Custodian.(14)
10.8Form of Indemnification Agreement by and between the Company and each of its directors(1)
10.9Second Amended and Restated Employment Agreement, dated April 26, 2021, by and between Sutter Rock Capital Corp. and Mark D. Klein(11)
10.10Second Amended and Restated Employment Agreement, dated April 26, 2021, by and between Sutter Rock Capital Corp. and Allison Green(11)
10.11Amendment No. 1 to Second Amended and Restated Employment Agreement, dated March 10, 2022, by and between SuRo Capital Corp. and Allison Green(8)
10.12Amendment No. 1 to Second Amended and Restated Employment Agreement, dated November 28, 2023, by and between SuRo Capital Corp. and Mark D. Klein(17)
10.13Amendment No. 2 to Second Amended and Restated Employment Agreement, dated November 28, 2023, by and between SuRo Capital Corp. and Allison Green(17)
10.14Amendment No. 2 to Second Amended and Restated Employment Agreement, dated May 29, 2025, by and between SuRo Capital Corp. and Mark D. Klein(18)
10.15Amendment No. 3 to Second Amended and Restated Employment Agreement, dated May 29, 2025, by and between SuRo Capital Corp. and Allison Green(18)
10.16At-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.(12)
10.17Amendment 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.(13)
10.18Amendment No. 2 to the At-the-Market Sales Agreement, dated as of November 8, 2024, by and among SuRo Capital Corp., BTIG, LLC, Citizens JMP Securities, LLC, Ladenburg Thalmann & Co. Inc., and Barrington Research Associates, Inc.(19)
10.19Notes Purchase Agreement, dated August 6, 2024, by and between the Registrant and the purchaser party thereto(20)
10.20Amended and Restated Notes Purchase Agreement, dated December 12, 2025, by and between the Registrant and the purchaser party thereto*
14.1Code of Ethics(15)
14.2Code of Business Conduct and Ethics(16)
19.1Insider Trading Policy*
21.1List of Subsidiaries (Included in the notes to the consolidated financial statements contained in this report)*
23.1Consent of Marcum LLP*
23.2Consent of CBIZ CPAs P.C.*
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
97.1SuRo Capital Corp. Dodd-Frank Compensation Recoupment Policy(17)
99.1Report of Marcum LLP regarding the Senior Securities table*
99.2Report of CBIZ CPAs P.C. regardiing the Senior Securities Table*
99.3Report of Deloitte & Touche LLP regarding the Senior Securities table(6)
(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 the Registrant’s Registration Statement on Form S-8 (File No. 333-287921) filed on June 10, 2025, and incorporated by reference herein.
(11)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.
(12)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.
(13)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.
(14)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.
(15)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.
(16)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.
(17)Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No. 814-00852), filed on March 14, 2024 and incorporated by reference herein.
(18)Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852), filed on May 30, 2025, and incorporated by reference herein.
(19)Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852), filed on November 8, 2024 and incorporated by reference herein.
(20)Previously filed in connection with the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00852), filed on August 8, 2024 and incorporated by reference herein.
  • Filed herewith.
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