SURO CAPITAL CORP.
For the period ended Dec 31, 2025. Filed Mar 11, 2026.
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FY2025 · Filed Mar 11, 2026
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Item 9B. Other Information
Fees and Expenses
The following table is intended to assist you in understanding the costs and expenses that an investor will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this Annual Report on Form 10-K contains a reference to fees or expenses paid by “us” or “SuRo Capital,” or that “we” will pay fees or expenses, you will indirectly bear such fees or expenses as an investor in SuRo Capital Corp., however, your responsibility for such fees or expenses is limited to your investment in SuRo Capital Corp. The fee table and example below include all fees and expenses of our consolidated subsidiaries.
| Stockholder transaction expenses: | ||
|---|---|---|
| Sales load (as a percentage of offering price) | — | %(1) |
| Offering expenses (as a percentage of offering price) | — | %(2) |
| Dividend reinvestment plan expenses | — | %(3) |
| Total stockholder transaction expenses (as a percentage of offering price) | — | %(4) |
| Annual expenses (as a percentage of net assets attributable to common stock)(8): | ||
| Operating expenses | 5.67 | %(5) |
| Interest payments on borrowed funds | 2.50 | %(6) |
| Other expenses | 0.70 | %(7) |
| Total annual expenses | 8.87% | |
| (1) | In the event that our securities are sold to or through underwriters, a corresponding prospectus or prospectus supplement will disclose the applicable sales load. |
| (2) | In the event that we conduct an offering of our securities, a corresponding prospectus or prospectus supplement will disclose the estimated offering expenses. Our common stockholders will bear, directly or indirectly, the expenses of any offering of our securities, including debt securities. |
| (3) | Under our DRIP, the plan administrator’s fees will be paid by us. There will be no brokerage charges or other charges to stockholders who participate in the plan except that, if a participant elects by his or its written or telephonic notice to the plan administrator in advance of termination to have the plan administrator sell part or all of his or its shares and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15 transaction fee plus brokerage commission from the proceeds. The expenses of our DRIP are included in “Other expenses.” |
| (4) | The total stockholder transaction expenses may include sales load and will be disclosed in a future prospectus or prospectus supplement, if any. |
| (5) | Operating expenses in this table represent estimated annual operating expenses based upon the actual annual operating expenses of the Company and its consolidated subsidiaries for the year ended December 31, 2025. We do not have an investment adviser and are internally managed by our executive officers under the supervision of our Board of Directors. As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants. |
| (6) | We are exposed to the risks of leverage, which may be considered a speculative investment technique. The use of leverage magnifies the potential for gain and loss on amounts invested and, therefore, increases the risks associated with an investment in us. Interest payments on borrowed funds represents our estimated annual interest payments based on actual interest rate terms under our outstanding 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029 as of December 31, 2025. |
| (7) | “Other expenses,” which we calculate to equal approximately $1.4 million, are estimated based upon actual “Other expenses” for the year ended December 31, 2025. |
| (8) | “Net assets attributable to common stock,” which we calculate to equal approximately $205.3 million, reflect our net assets for the year ended December 31, 2025. |
Example
The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above. See footnote 6 above for additional information regarding certain assumptions regarding our level of leverage.
| 1 Year | 3 Years | 5 Years | 10 Years | |
|---|---|---|---|---|
| You would pay the following expenses on a $1,000 investment, assuming a 5% annual return | $87 | $229 | $354 | $623 |
The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. In addition, while the example assumes reinvestment of all dividends at net asset value participants in our DRIP will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the dividend payment date, which may be at, above or below net asset value. See “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Distributions” for additional information regarding our DRIP.
Insider Trading Arrangements
During the fiscal year ended December 31, 2025, no director or officer of the Company entered into or terminated 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) anynon-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.
Appointment of Chief Compliance Officer
On March 9, 2026, our Board of Directors appointed James Nash, age 45, to serve as our Chief Compliance Officer effective March 15, 2026, pursuant to an agreement between us and Adviser Compliance Associates, LLC (d/b/a “ACA Group”). Allison Green has served as our Chief Compliance Officer since March 2020.
Ms. Green currently serves, and will continue to serve, as Chief Financial Officer of the Company.
Mr. Nash serves as an Outsourced Chief Compliance Officer for ACA’s registered fund clients and has over 20 years of 1940 Act registered fund accounting, administration, legal and compliance experience. He has served as named CCO for multiple registered fund complexes including exchange-traded funds, traditional open-end mutual funds and closed-end funds, and is a frequent contributor to fund industry legal and compliance commentary. Mr. Nash joined ACA as a Director, Fund Chief Compliance Officer in 2016. Prior to joining ACA, he served as a Regulatory Administration Advisor with JPMorgan, providing comprehensive regulatory, compliance and fund governance support to registered fund clients. Mr. Nash’s prior experience includes supervisory roles with State Street and Pioneer Investments, where he gained operational experience in fund accounting, financial reporting and administration. He received his BA in Economics from Boston University, his JD from Suffolk University Law School and is licensed to practice law in the Commonwealth of Massachusetts.
There are no family relationships between Mr. Nash and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Nash has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Nash and any other person pursuant to which Mr. Nash was appointed as an officer of the Company.
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