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SURO CAPITAL CORP.

For the period ended Apr 29, 2026. Filed Apr 29, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 29, 2026 · Filed Apr 29, 2026

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12
SuRo Capital Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14(a)-6(i)(1) and 0-11.

SURO CAPITAL CORP.

640 Fifth Avenue, 12th Floor

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of SuRo Capital Corp. (the “Company”) to be held on June 10, 2026 at 9:00 a.m., Eastern Time, at the office of Eversheds Sutherland (US) LLP, The Grace Building, 1114 Sixth Avenue, 40th Floor, New York, New York 10036.

The notice of annual meeting and the proxy statement (the “Proxy Statement”) accompanying this letter provide an outline of the business to be conducted at the Annual Meeting. At the Annual Meeting, you will be asked to: (i) re-elect two members of the board of directors of the Company (the “Board”), each of whom will serve for a term of three years and until their respective successors are duly elected and qualified; (ii) provide an advisory vote to approve the compensation of the Company’s named executive officers (the “Advisory Vote on Executive Compensation”); (iii) ratify the selection of CBIZ CPAs P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iv) transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. Details of the business to be conducted at the Annual Meeting are set forth in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.

The Company’s Board unanimously recommends that you vote “FOR” each of the proposals to be considered and voted on at the Annual Meeting.

On or about April 30, 2026, the Company intends to mail to its stockholders a copy of the Proxy Statement and the annual report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). These materials provide important information concerning the matters to be voted on at the Annual Meeting.

It is important that your shares of the Company’s common stock be represented at the Annual Meeting. If you are unable to attend the Annual Meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided, or vote your shares by telephone or via the internet. You will be able to vote electronically atwww.proxyvote.comor by calling 1-800-690-6903. Your vote and participation in the governance of the Company are very important.

Sincerely yours,

/s/ Mark D. Klein

Mark D. Klein

Chairman, Chief Executive Officer and President

i

**SURO CAPITAL CORP.

**640 Fifth Avenue, 12th Floor

(212) 931-6331

**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2026

To the Stockholders of SuRo Capital Corp.:

NOTICE IS HEREBY GIVEN THAT the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of SuRo Capital Corp. (the “Company”) will be held on June 10, 2026 at 9:00 a.m., Eastern Time, at the office of Eversheds Sutherland (US) LLP, The Grace Building, 1114 Sixth Avenue, 40th Floor, New York, New York 10036.

The Annual Meeting will be held for the following purposes:

1.To re-elect two members of the board of directors of the Company (the “Board”), each of whom will serve for a term of three years and until their successors are duly elected and qualified;
2.To provide an advisory vote on executive compensation;
3.To ratify the selection of CBIZ CPAs P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
4.To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

You have the right to receive notice of and to vote at the Annual Meeting if you were a stockholder of record at the close of business on April 27, 2026 (the “Record Date”). Regardless of whether you expect to be present in person at the Annual Meeting, please sign the enclosed proxy and return it promptly in the self-addressed envelope provided, or register your vote by telephone or through the internet. You must have your control number, found on your proxy card, in order to vote. Prior to the Annual Meeting, you may vote your shares electronically atwww.proxyvote.comor by calling 1-800-690-6903. Instructions are shown on the proxy card. In the event there are not sufficient votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 10, 2026.

The proxy statement (the “Proxy Statement”) and our annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) are also available on the internet athttps://investors.surocap.com/financial-information/sec-filings.

The following information applicable to the Annual Meeting may be found in the Proxy Statement and/or accompanying proxy card:

●the date, time and location of the meeting;
●a list of the matters intended to be acted on and our recommendations regarding those matters;

ii

●any control/identification numbers that you need to access your proxy card; and
●information about attending the meeting and voting in person.

If you are unable to participate in the meeting, we urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided, or authorize a proxy vote by telephone or through the internet in accordance with the instructions printed on the proxy card.

By Order of the Board of Directors,

/s/ Allison Green

Allison Green

Corporate Secretary

New York, New York

This is an important meeting. To ensure proper representation at the Annual Meeting, stockholders are requested to promptly authorize a proxy vote by telephone or through the internet, or execute and return promptly the accompanying proxy card, which is being solicited by the Board. You may authorize a proxy by telephone or through the internet by following the instructions on the proxy card. You may execute the proxy card using the methods described in the proxy card. Executing the proxy card is important to ensure a quorum at the Annual Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by participating in the Annual Meeting and voting.

iii

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026ii
PROXY STATEMENT1
Purpose of Meeting2
Record Date2
Quorum Required2
Broker Non-Votes2
Vote Required3
Information Regarding This Solicitation4
Notice of Internet Availability of Proxy Materials4
Electronic Delivery of Proxy Materials5
Security Ownership of Certain Beneficial Owners and Management5
Delinquent Section 16(a) Reports7
PROPOSAL I: ELECTION OF DIRECTORS8
Information about the Director-Nominees and Directors8
Interested Director9
Independent Directors9
Information about the Executive Officers Who Are Not Directors11
CORPORATE GOVERNANCE12
Director Independence12
Board Leadership Structure12
Board of Directors’ Role in Risk Oversight13
Committees of the Board of Directors13
Communication with the Board of Directors16
Hedging, Speculative Trading and Pledging of Securities16
Code of Business Conduct and Ethics16
COMPENSATION OF DIRECTORS17
COMPENSATION DISCUSSION AND ANALYSIS18
Compensation Philosophy and Objectives18
Independent Compensation Consultant18
Assessment of Market Data19
Assessment of Company Performance19
Stockholder Advisory Vote on Executive Compensation20
Executive Compensation Components20
Risk Management and Compensation Policies and Practices23
Employment Agreements24
1940 Act Restrictions on Company Performance Based Compensation28
Tax Deductibility of Compensation28
Conclusion28
COMPENSATION COMMITTEE REPORT29
COMPENSATION OF EXECUTIVE OFFICERS30
Summary Compensation Table30
Grants of Plan-Based Awards31
Outstanding Equity Awards at Fiscal Year End31
Equity Awards Vested in Fiscal Year32
Potential Payments Upon Change in Control or Termination of Employment32
Chief Executive Officer Pay Ratio34
Pay Versus Performance Table34
RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS38
PROPOSAL II: ADVISORY VOTE ON EXECUTIVE COMPENSATION39
PROPOSAL III: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM40
AUDIT COMMITTEE REPORT41
Pre-Approval Policies and Procedures41
Review with Management41
Review and Discussion with Independent Registered Public Accounting Firm41
Conclusion41
OTHER BUSINESS43
SUBMISSION OF STOCKHOLDER PROPOSALS44
PRIVACY NOTICE45

iv

**SURO CAPITAL CORP.

640 Fifth Avenue, 12th Floor

(212) 931-6331

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.