SURO CAPITAL CORP.

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(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 the appropriate box):

Dear Stockholders:

You are cordially invited to attend the special meeting (the “Special Meeting”) of the stockholders of SuRo Capital Corp. (the “Company”) to be held at the office of Eversheds Sutherland (US) LLP, The Grace Building, 1114 Sixth Avenue, 40th Floor, New York, New York 10036 on June 10, 2026, at 9:30 a.m., Eastern Time, local time. At the Special Meeting, the stockholders are being asked to approve an investment advisory agreement (the “Advisory Agreement”), pursuant to which Neostellar Advisors LLC (the “Adviser”), an entity jointly owned by certain current employees of the Company and by Magnetar Holdings LLC (“Magnetar JV Entity”), would be appointed as the investment adviser of the Company, as more fully described in the enclosed proxy statement (the “Proxy Statement”). This would result in the Company becoming externally managed by the Adviser, rather than internally managed by the Company’s employees.

The Board of Directors of the Company (the “Board”) and the Company’s management believe that it is in the Company’s best interests to change from an internal management structure to an external management structure with the Adviser serving as the Company’s external investment manager. Since March 2019, the Company has been an internally managed business development company (“BDC”). While the internally managed structure has provided certain benefits, the competitive environment has evolved, such that a number of institutional-quality asset managers now sponsor BDCs and similar funds, which has only heightened the already competitive market for investment opportunities. Because of their external management structure, managers affiliated with larger platforms, such as the broader investment management business that the Magnetar JV Entity is part of (collectively, “Magnetar”), can offer prospective portfolio companies access to greater scale, resources, and greater institutional infrastructure than a single purpose internally managed BDC such as the Company. Therefore, the Company is seeking to change to an external management structure by entering into the Advisory Agreement in order to better compete for investment opportunities and to take advantage of the benefits that arise from the external management structure.

On April 2, 2026, the Board, including all of the directors who are not “interested persons” of the Company, as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940 (each, an “Independent Director”), unanimously approved the Company’s transition from an internally managed BDC to an externally managed structure (the “Externalization”), and the related Advisory Agreement, appointing the Adviser as the Company’s investment adviser, subject to the approval of the Advisory Agreement by the Company’s stockholders.

The proposal described herein is being submitted to holders of issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company’s Common Stock”) as of the close of business on April 27, 2026 (the “Record Date”).

In evaluating the Advisory Agreement, the Board requested extensive information and materials regarding the Adviser, the Company’s current management team, Magnetar and its affiliates. The Board believes that the Company will benefit from the Adviser’s access to greater scale and resources that will help to provide the Company with enhanced investment sourcing, due diligence capabilities, and greater institutional infrastructure. Under the proposed Advisory Agreement, the Company’s current management team will continue to manage and oversee the Company’s investment strategy and operations but will be enhanced by its relationship with Magnetar. Magnetar is a multi-strategy, multi-product alternative investment platform founded in 2005 with approximately $17.8 billion in assets under management as of December 31, 2025. Magnetar operates investment platforms across alternative credit and fixed income, quantitative investing, and ventures strategies. Magnetar and its affiliates employ a team of approximately 224 professionals as of March 31, 2026 across offices in Evanston, Illinois (headquarters), New York, London, Menlo Park, and Austin. The Board believes that the Company’s operations will benefit from its relationship with the Magnetar platform, generally, and its investment activity will benefit in particular from its relationship with Magnetar’s ventures strategy platform (the “Magnetar Ventures Team”). Collectively, the Magnetar platform has deployed over $4 billion in total initial invested capital in venture-backed artificial intelligence ecosystem, technology, and technology-enabled companies. The Board believes that members of the Magnetar Ventures Team will contribute to the Company’s investment objective by providing access to its investment professionals to provide support in investing principally in equity securities of rapidly growing, venture capital-backed emerging private companies. The Company would benefit from its association with the Magnetar platform, including access to selected resources and, with respect to the Magnetar Ventures Team, access to venture-related investments.

If the Company’s stockholders approve the Advisory Agreement, as more fully described in the Proxy Statement:

The Board of Directors unanimously recommends that you vote“FOR”the approval of the Advisory Agreement (the“Advisory Agreement Proposal”).

The Notice of Special Meeting of Stockholders and Proxy Statement accompanying this letter provide an outline of the business to be conducted at the Special Meeting. Details of the business to be conducted at the Special Meeting are set forth in the accompanying Notice of Special Meeting of Stockholders and Proxy Statement. I, along with other members of the Company’s management, will be available to respond to stockholders’ questions.

It is important that your shares be represented at the Special Meeting. If you are unable to participate in the Special Meeting during the scheduled time, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in the Proxy Statement and on the enclosed proxy card.Abstentions will have the same effect as a vote“AGAINST”the Advisory Agreement Proposal.

We look forward to your participation in the Special Meeting. Your vote and participation in the governance of the Company is very important to us.

Sincerely,

/s/ Mark D. Klein

Mark D. Klein

Chairman, President and Chief Executive Officer

New York, New York

This Proxy Statement is first being mailed to stockholders on or about April 30, 2026.

640 Fifth Avenue, 12th Floor

New York, New York 10019

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be Held on

June 10, 2026, 9:30 a.m., Eastern Time, local time

Dear Stockholders:

A special meeting (the “Special Meeting”) of the stockholders of SuRo Capital Corp. (the “Company”) will be held at the office of Eversheds Sutherland (US) LLP, The Grace Building, 1114 Sixth Avenue, 40th Floor, New York, New York 10036, on June 10, 2026, at 9:30 a.m., Eastern Time, local time. At the Special Meeting, the stockholders are being asked to approve an investment advisory agreement (the “Advisory Agreement”), pursuant to which Neostellar Advisors LLC (the “Adviser”), an entity jointly owned by certain current employees of the Company and by Magnetar Holdings LLC (“Magnetar JV Entity”), would be appointed as the investment adviser of the Company, as more fully described in the enclosed proxy statement (the “Proxy Statement”).

As discussed in more detail in the Proxy Statement, on April 2, 2026, the Board of Directors of the Company (the “Board”), including all of the directors who are not “interested persons” of the Company, as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940 (each, an “Independent Director”), unanimously approved the Company’s transition from an internally managed business development company (“BDC”) to an externally managed structure (the “Externalization”), and the related Advisory Agreement, subject to the approval of the Advisory Agreement by the Company’s stockholders.

The Special Meeting is being held for the following purpose:

The Board of Directors unanimously recommends that you vote“FOR”the approval of the Advisory Agreement Proposal.

You have the right to receive notice of and to vote at the Special 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 Special 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 Special 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 the foregoing proposal at the time of the Special Meeting, the Special Meeting may be adjourned by the Chairman of the Special Meeting in order to permit further solicitation of proxies by the Company.

Sincerely,

/s/ Mark D. Klein

Mark D. Klein

Chairman, President and Chief Executive Officer

Only the Company’s stockholders of record at the Record Date are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Pursuant to Section 2-511 of the Maryland General Corporation Law, the Record Date is not more than 90 nor less than 10 days before the date of the Special Meeting. This Proxy Statement and the accompanying proxy card are first being sent to stockholders on or about April 30, 2026.

Thank you for your support of the Company.

By the Order of the Board of Directors,

/s/ Allison Green

Allison Green

Chief Financial Officer, Treasurer and Corporate Secretary

New York, New York

Your vote is very important to us. Whether or not you expect to be present in person at the Special Meeting, please sign the enclosed proxy card and return it promptly in the envelope provided, or vote via Internet or telephone. Instructions are provided on the proxy card. Returning the proxy card does not deprive you of your right to attend the Special Meeting and to vote your shares in person.Abstentions will have the same effect as a vote“AGAINST”the Advisory Agreement Proposal.

TABLE OF CONTENTS

i