Neostellar Capital Corp.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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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, 2026 · Filed Nov 4, 2026
NSLR$5.76+2.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001493152-26-036285
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001493152-26-049893
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 98 previous paragraphs and 96 current paragraphs.
48 unchanged; 39 reworded; 8 added; 11 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 43 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 (8)
Current report
Nine Months Ended September 30, 2026
Current report
Nine Months Ended September 30, 2025
Current report
The following table summarizes certain information relating to shares sold under the ATM Program:
Current report
Refer to “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of September 30, 2026 for more information about our shelf registration statement.
Current report
During the three and nine months ended September 30, 2026, we repurchased 1,984 of the 6.00% Notes due 2026 under the Note Repurchase Program. As of September 30, 2026, we had repurchased 1,568,791 of the 6.00% Notes due 2026, or $39.2 million in aggregate principal dollar amount, under the Note Repurchase Program, and approximately $35.8 million in aggregate principal amount of the 6.00% Notes due 2026 remained outstanding.
Current report
6.50% Redeemable Promissory Note due 2029*
Current report
On June 26, 2026, in connection with the Externalization, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with MCP Investing LLC (“MCP”), an affiliate of Magnetar, and on July 16, 2026, following the Effective Date, we issued to MCP a $20.0 million redeemable promissory note (the “6.50% Redeemable Promissory Note due 2029”) for a purchase price of $20.0 million. As of September 30, 2026, $20.0 million in aggregate principal amount of the 6.50% Redeemable Promissory Note due 2029 was outstanding. For the three and nine months ended September 30, 2026, we incurred interest expense of $270,833 on the 6.50% Redeemable Promissory Note due 2029, of which $270,833 was accrued and unpaid as of September 30, 2026. Upon a Qualified Fundraising (as defined in the Securities Purchase Agreement), the 6.50% Redeemable Promissory Note due 2029 will be mandatorily redeemed through the issuance of shares of our common stock, and upon a Change of Control (as defined in the 6.50% Redeemable Promissory Note due 2029), we must repay 105% of the outstanding principal amount and accrued and unpaid interest in cash.
Current report
Refer to “Note 3—Related-Party Arrangements” and “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2026 for more information regarding the 6.50% Redeemable Promissory Note due 2029 and our relationship with Magnetar.
Removed paragraphs (11)
Previous report
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Previous report
Six Months Ended June 30, 2026
Previous report
Six Months Ended June 30, 2025
Previous report
Share Repurchase Program
Previous report
On December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of 6.00% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022. On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026. We received approximately $73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses. The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.
Previous report
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. 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. During the year ended December 31, 2025, the Company repurchased and retired $8.8 million of aggregate principal amount of the 6.00% Notes due 2026. As of June 30, 2026, the aggregate principal dollar amount of 6.00% Notes due 2026 that remained available to be purchased under the Note Repurchase Program was approximately $35.8 million.
Previous report
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.
Previous report
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 Notes 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 report
Effective as of November 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.32 per share (136.5633 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the most recent conversion price of $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), which had been effective since July 21, 2025. The adjustment to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes 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 December 5, 2025 to stockholders of record as of the close of business on November 21, 2025.
Previous report
Key terms of the Externalization include: (i) no incentive fee payable to the Adviser on realized gains attributable to our existing portfolio; (ii) expected annual expense savings of approximately 0.77% of average total assets compared to our former internal management structure; (iii) a $20 million investment in us by an affiliate of Magnetar, which was made on July 16, 2026 in the form of a redeemable promissory note; (iv) a base management fee of 1.75% of our gross assets, which our Board of Directors determined to be competitive with fees charged by comparable BDCs and below the median fee charged by private market venture and technology funds; and (v) management continuity, with our investment team, including Mark D. Klein and Allison Green, continuing in their current capacities, but as employees of the Adviser rather than us following the Externalization. On the Effective Date, we also entered into an administration agreement (the “Administration Agreement”) with Neostellar Administrative Services LLC, an affiliate of the Adviser (the “Administrator”), pursuant to which the Administrator provides, or oversees the provision of, administrative services necessary for our operations, subject to our reimbursement of the Administrator’s costs and expenses, including our allocable portion of overhead.
Previous report
On June 12, 2026, following approval of the Externalization by our stockholders, we granted (a) 350,000 restricted shares (with any aggregate income tax liability to be paid by us) to Mark D. Klein and (b) 60,000 restricted shares (with any aggregate income tax liability to be paid by us) to Allison Green, and we approved a cash bonus of $850,000 to Mark D. Klein and a cash bonus of $500,000 to Allison Green. On June 15, 2026, our Board of Directors approved the acceleration in full of the vesting of all restricted shares then outstanding and unvested under the Amended and Restated 2019 Equity Incentive Plan and the Second Amended and Restated 2019 Equity Incentive Plan, effective as of June 15, 2026. Those shares vested on that date, subject to each holder’s entry into a lock-up agreement with us that replicates the holding periods of the vesting schedules that otherwise would have applied to such shares.
Reworded paragraphs (39)
Previous wording
We are an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Effective July 15, 2026, we are externally managed by Neostellar Advisors LLC (the “Adviser”), which sources, evaluates and monitors our investments subject to the oversight of our Board of Directors, and we pay the Adviser a base management fee and an incentive fee and reimburse the Administrator for certain expenses.
Current wording
We are an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Effective July 15, 2026, in connection with our transition from an internally managed to an externally managed BDC (the “Externalization”), we became externally managed by Neostellar Advisors LLC (the “Adviser”), which sources, evaluates and monitors our investments subject to the oversight of our Board of Directors, and we pay the Adviser a base management fee and an incentive fee and reimburse Neostellar Administrative Services LLC (the “Administrator”) for certain expenses.
Previous wording
We formed in 2010 as a Maryland corporation and, until July 15, 2026, operated as an internally managed, non-diversified closed-end management investment company. Our investment activities were supervised by our Board of Directors and managed by our executive officers and investment professionals, all of whom were our employees.
Current wording
We formed in 2010 as a Maryland corporation and, on July 15, 2026, transitioned to an externally managed, non-diversified closed-end management investment company. Prior to the Externalization, our investment activities were supervised by our Board of Directors and managed by our executive officers and investment professionals, all of whom were our employees.
Previous wording
On and effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, we were managed by our employees, rather than the employees of an external investment adviser. On June 10, 2026, our stockholders approved a new investment advisory agreement and, effective July 15, 2026, we transitioned to an externally managed BDC managed by Neostellar Advisors LLC and changed our name to “Neostellar Capital Corp.” As an externally managed BDC, our investment activities are managed by the Adviser, and we no longer have employees. Following the Externalization, we pay a base management fee, an incentive fee and administration expense reimbursements.
Current wording
On and effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, we were managed by our employees, rather than the employees of an external investment adviser. On June 10, 2026, our stockholders approved a new investment advisory agreement and, effective July 15, 2026, we transitioned to an externally managed BDC managed by Neostellar Advisors LLC. Effective July 1, 2026, in connection with the Externalization, we changed our name from “SuRo Capital Corp.” to “Neostellar Capital Corp.” As an externally managed BDC, our investment activities are managed by the Adviser, and we no longer have employees. Following the Externalization, we pay a base management fee, an incentive fee and administration expense reimbursements.
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, 2026 of all of our portfolio investments was $405,851,701.
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, 2026 of all of our portfolio investments was $377,196,404.
Previous wording
During the six months ended June 30, 2026, we funded investments in an aggregate amount of $29,696,170 (not including capitalized transaction costs) as shown in the following table:
Current wording
During the nine months ended September 30, 2026, we funded investments in an aggregate amount of $29,697,031 (not including capitalized transaction costs) as shown in the following table:
Previous wording
During the six months ended June 30, 2026, we capitalized fees of $124,628.
Current wording
During the nine months ended September 30, 2026, we capitalized fees of $320,034.
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, 2026, we exited or received proceeds from investments in the amount of $25,541,828, net of transaction costs, and realized a net loss on investments of $1,808,512 (including adjustments to amounts held in escrow receivable) as shown in the following table:
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, 2026, we exited or received proceeds from investments in the amount of $13,746,165, net of transaction costs, and realized a net gain on investments of $5,940,033 (including adjustments to amounts held in escrow receivable) as shown in the 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 the following table:
Previous wording
Comparison of the three and six months ended June 30, 2026 and 2025
Current wording
Comparison of the three and nine months ended September 30, 2026 and 2025
Previous wording
Operating results for the three and six months ended June 30, 2026 and 2025:
Current wording
Operating results for the three and nine months ended September 30, 2026 and 2025:
Previous wording
Investment income increased to $299,650 for the three months ended June 30, 2026 from $167,304 for the three months ended June 30, 2025. The net increase between periods was primarily due to an increase in interest income received on cash and an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note.
Current wording
Investment income decreased to $271,807 for the three months ended September 30, 2026 from $459,269 for the three months ended September 30, 2025. The net decrease between periods was primarily due to a decrease in interest income received on cash, and the cessation of interest income on our investment in Neutron Holdings, Inc. (d/b/a Lime)’s 4% Junior Preferred Convertible Note due May 11, 2027, following the conversion of the outstanding note into common shares, partially 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, 2026, relative to the three months ended September 30, 2025.
Previous wording
Investment income increased to $1,031,613 for the six months ended June 30, 2026 from $666,398 for the six months ended June 30, 2025. The net increase between periods was primarily due to an increase in interest income received on cash and an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note.
Current wording
Investment income increased to $1,303,420 for the nine months ended September 30, 2026 from $1,125,667 for the nine months ended September 30, 2025. The net increase between periods was primarily due to an increase in interest income received on cash, an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note, and an increase in dividend income from Treehouse Real Estate Investment Trust, Inc. The increases were partially offset by the cessation of dividend income from CW Opportunity 2 LP and the cessation of interest income on our investment in Neutron Holdings, Inc. (d/b/a Lime)’s 4% Junior Preferred Convertible Note due May 11, 2027, following the conversion of the outstanding note into common shares during the nine months ended September 30, 2026, relative to the nine months ended September 30, 2025.
Previous wording
Total operating expenses increased to $28,364,789 for the six months ended June 30, 2026 from $8,050,327 for the six months ended June 30, 2025. The increase in operating expenses was primarily due to an increase in compensation expense associated with the Externalization, including the acceleration of stock-based compensation expense and tax obligations associated with the vesting of equity awards. The increase was also attributable to higher professional fees, directors’ fees, and other expenses, partially offset by a decrease in interest expense during the six months ended June 30, 2026, relative to the six months ended June 30, 2025.
Current wording
Total operating expenses increased to $4,302,942 for the three months ended September 30, 2026 from $3,914,084 for the three months ended September 30, 2025. The increase in operating expenses was primarily due to management fees and costs incurred under the Administration Agreement. The increase was also attributable to a write-off of deferred offering expenses associated with our prior shelf registration statement, and higher interest expense, partially offset by decreases in compensation expense, professional fees, and directors’ fees during the three months ended September 30, 2026, relative to the three months ended September 30, 2025.
Previous wording
Total operating expenses increased to $23,654,334 for the three months ended June 30, 2026 from $3,889,464 for the three months ended June 30, 2025. The increase in operating expenses was primarily due to an increase in compensation expense associated with the Externalization, including the acceleration of stock-based compensation expense and tax obligations associated with the vesting of equity awards. The increase was also attributable to higher professional fees, directors’ fees, and other expenses, partially offset by a decrease in interest expense during the three months ended June 30, 2026, relative to the three months ended June 30, 2025.
Current wording
Total operating expenses increased to $32,667,731 for the nine months ended September 30, 2026 from $11,964,411 for the nine months ended September 30, 2025. The increase in operating expenses was primarily due to an increase in compensation expense associated with the Externalization, including the acceleration of stock-based compensation expense and tax obligations associated with the vesting of equity awards. The increase was also attributable to management fees and costs incurred under the Administration Agreement, as well as a write-off of deferred offering expenses associated with our prior shelf registration statement and higher professional fees and directors’ fees, partially offset by a decrease in interest expense during the nine months ended September 30, 2026, relative to the nine months ended September 30, 2025.
Previous wording
For the six months ended June 30, 2026, we recognized a net investment loss of $27,333,176, compared to a net investment loss of $7,383,929 for the six months ended June 30, 2025. The change between periods resulted from an increase in operating expenses, partially offset by an increase in total investment income, during the six months ended June 30, 2026, relative to the six months ended June 30, 2025.
Current wording
For the three months ended September 30, 2026, we recognized a net investment loss of $4,031,135, compared to a net investment loss of $3,454,815 for the three months ended September 30, 2025. The change between periods resulted from an increase in operating expenses and a decrease in total investment income during the three months ended September 30, 2026, relative to the three months ended September 30, 2025.
Previous wording
For the three months ended June 30, 2026, we recognized a net investment loss of $23,354,684, compared to a net investment loss of $3,722,160 for the three months ended June 30, 2025. The change between periods resulted from an increase in operating expenses, partially offset by an increase in total investment income, during the three months ended June 30, 2026, relative to the three months ended June 30, 2025.
Current wording
For the nine months ended September 30, 2026, we recognized a net investment loss of $31,364,311, compared to a net investment loss of $10,838,744 for the nine months ended September 30, 2025. The change between periods resulted from an increase in operating expenses, partially offset by an increase in total investment income, during the nine months ended September 30, 2026, relative to the nine months ended September 30, 2025.
Previous wording
For the three months ended June 30, 2026, we recognized a net realized gain on our investments of $5,049,520, compared to a net realized gain of $21,212,611 for the three months ended June 30, 2025. The components of our net realized gains or losses on portfolio investments for the three months ended June 30, 2026 and 2025, excluding short-term U.S. Treasury bills, are reflected in the tables above, under “—Portfolio and Investment Activity.”
Current wording
For the three months ended September 30, 2026, we recognized a net realized loss on our investments of $7,748,545, compared to a net realized gain of $5,196,799 for the three months ended September 30, 2025. The components of our net realized gains or losses on portfolio investments for the three months ended September 30, 2026 and 2025 are reflected in the tables above, under “—Portfolio and Investment Activity.”
Previous wording
For the six months ended June 30, 2026, we recognized a net realized gain on our investments of $5,940,033, compared to a net realized gain of $21,194,660 for the six months ended June 30, 2025. The components of our net realized gains or losses on portfolio investments for the six months ended June 30, 2026 and 2025, 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, 2026, we recognized a net realized loss on our investments of $1,808,512, compared to a net realized gain of $26,391,459 for the nine months ended September 30, 2025. The components of our net realized gains or losses on portfolio investments for the nine months ended September 30, 2026 and 2025, 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, 2026, we had a net change in unrealized appreciation/(depreciation) of $(398,509). For the three months ended June 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $44,837,619. The following table summarizes, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended June 30, 2026 and 2025.
Current wording
For the three months ended September 30, 2026, we had a net change in unrealized appreciation/(depreciation) of $(9,378,815). For the three months ended September 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $5,675,109. The following table summarizes, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended September 30, 2026 and 2025.
Previous wording
For the six months ended June 30, 2026, we had a net change in unrealized appreciation/(depreciation) of $158,325,530. For the six months ended June 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $47,726,497. The following table summarizes, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the six months ended June 30, 2026 and 2025.
Current wording
For the nine months ended September 30, 2026, we had a net change in unrealized appreciation/(depreciation) of $148,946,715. For the nine months ended September 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $53,401,606. The following table summarizes, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the nine months ended September 30, 2026 and 2025.
Previous wording
Our liquidity and capital resources are generated primarily from the sales of our investments, recent private convertible debt issuances, and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “Equity Issuances and Debt Capital Activities—At-the-Market Offering”. On December 17, 2021, we issued $75.0 million aggregate principal amount of our 6.00% Notes due 2026 (the “6.00% Notes due 2026”), of which $35.8 million remain outstanding as of June 30, 2026. In addition, on August 14, 2024, we issued $25.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029, and on October 9, 2024 and January 16, 2025, we issued $5.0 million and $5.0 million, respectively, in aggregate principal amount of the Additional Notes (as defined below). On July 30, 2026, we filed a shelf registration statement on Form N-2 with the SEC covering up to $500.0 million of our common stock, preferred stock, subscription rights, debt securities and warrants, which had not been declared effective as of the date of this quarterly report. For additional information, see “Equity Issuances and Debt Capital Activities—6.50% Convertible Notes due 2029” and “Equity Issuances and Debt Capital Activities—Shelf Registration Statement” below and “Note 10—Debt Capital Activities” and “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2026.
Current wording
Our liquidity and capital resources are generated primarily from the sales of our investments, recent private convertible debt issuances, and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “Equity Issuances and Debt Capital Activities—At-the-Market Offering”. On December 17, 2021 and December 21, 2021, we issued $70.0 million and $5.0 million aggregate principal amount, respectively, of our 6.00% Notes due 2026 (the “6.00% Notes due 2026”), of which $35.8 million remained outstanding as of September 30, 2026. In addition, on August 14, 2024, we issued $25.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029, and on October 9, 2024 and January 16, 2025, we issued $5.0 million and $5.0 million, respectively, in aggregate principal amount of additional 6.50% Convertible Notes due 2029. On July 31, 2026, we filed a shelf registration statement on Form N-2 with the SEC covering up to $500.0 million of our common stock, preferred stock, subscription rights, debt securities and warrants, which was declared effective by the SEC on September 30, 2026. For additional information, see “Equity Issuances and Debt Capital Activities—6.50% Convertible Notes due 2029” and “Equity Issuances and Debt Capital Activities—Shelf Registration Statement” below and “Note 10—Debt Capital Activities” and “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of September 30, 2026.
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, 2026 and 2025 our operating expenses, including interest payments on our debt obligations, were $28,364,789 and $8,050,327, 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, 2026 and 2025 our operating expenses, including interest payments on our debt obligations, were $32,667,731 and $11,964,411, respectively.
Previous wording
As of June 30, 2026, $35.8 million in aggregate principal of our 6.00% Notes due 2026 remained outstanding, with a maturity date of December 30, 2026. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time at a redemption price of 100% of the outstanding principal amount plus accrued and unpaid interest. We may also continue to repurchase the 6.00% Notes due 2026 in the open market under the Note Repurchase Program, which was extended by our Board of Directors on October 29, 2025 and authorizes us to repurchase up to the remaining aggregate principal amount of the 6.00% Notes due 2026. We expect to satisfy our repayment obligation at maturity through a combination of available cash and proceeds from the sale of portfolio investments, and we may also consider refinancing alternatives, including the issuance of new debt securities, the sale of portfolio investments, or the issuance of equity under the ATM Program (under which approximately $87.9 million in aggregate amount of shares remained available for sale as of June 30, 2026), in each case subject to the effectiveness of our shelf registration statement on Form N-2 filed on July 30, 2026. Any refinancing involving the incurrence of new indebtedness would require five business days’ prior written notice to the holder of our 6.50% Convertible Notes due 2029 pursuant to the Notes Purchase Agreement. As of June 30, 2026, we held approximately $12.9 million in cash and approximately $1.7 million of unrestricted securities of publicly traded portfolio companies that could provide an additional source of liquidity. We will continue to evaluate our overall liquidity position and may take additional proactive steps, including the potential early redemption or open-market repurchase of some or all of the outstanding 6.00% Notes due 2026, to manage this near-term maturity.
Current wording
As of September 30, 2026, $35.8 million in aggregate principal of our 6.00% Notes due 2026 remained outstanding, with a maturity date of December 30, 2026. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time at a redemption price of 100% of the outstanding principal amount plus accrued and unpaid interest. We may also continue to repurchase the 6.00% Notes due 2026 in the open market under the Note Repurchase Program, which was extended by our Board of Directors on October 29, 2025 and authorizes us to repurchase up to the remaining aggregate principal amount of the 6.00% Notes due 2026. We expect to satisfy our repayment obligation at maturity through a combination of available cash and proceeds from the sale of portfolio investments, and we may also consider refinancing alternatives, including the issuance of new debt securities, or the issuance of equity under the ATM Program (under which approximately $87.9 million in aggregate amount of shares remained available for sale as of September 30, 2026), as applicable, pursuant to our shelf registration statement on Form N-2, which was declared effective on September 30, 2026. Any refinancing involving the incurrence of new indebtedness would require five business days’ prior written notice to the holder of our 6.50% Convertible Notes due 2029 pursuant to the Notes Purchase Agreement. As of September 30, 2026, we held approximately $40.9 million in cash and approximately $1.3 million of unrestricted securities of publicly traded portfolio companies that could provide an additional source of liquidity. We will continue to evaluate our overall liquidity position and may take additional proactive steps, including the potential early redemption or open-market repurchase of some or all of the outstanding 6.00% Notes due 2026, to manage this near-term maturity.
Previous wording
On July 16, 2026, in connection with the Externalization, we issued a $20.0 million redeemable promissory note to MCP Investing LLC, an affiliate of Magnetar, bearing interest at 6.50% per annum, payable semi-annually in cash, and maturing in 2029, pursuant to a Securities Purchase Agreement dated June 26, 2026. Following the Externalization, our operating expenses will include the base management fee and incentive fee payable to the Adviser and expense reimbursements payable to the Administrator, which will increase our expenses relative to the periods presented. See “Note 12—Subsequent Events.”
Current wording
On July 16, 2026, in connection with the Externalization, we issued a $20.0 million redeemable promissory note to MCP Investing LLC, an affiliate of Magnetar, bearing interest at 6.50% per annum, payable semi-annually in cash, and maturing in 2029, pursuant to a Securities Purchase Agreement dated June 26, 2026. Following the Externalization, our operating expenses include the base management fee and incentive fee payable to the Adviser and expense reimbursements payable to the Administrator, which may increase our expenses relative to the periods presented. See “Note 3—Related-Party Arrangements” and “Note 10—Debt Capital Activities.”
Previous wording
During the six months ended June 30, 2026, cash decreased to $12,940,740 from $49,034,154 at the beginning of the year. The decrease in cash was primarily due to the purchase of new investments, payment of our operating expenses, including payment of compensation and payroll taxes related to the anticipated Externalization, and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029. The decrease was offset by the increase in cash from the sale of public securities and investment income received.
Current wording
During the nine months ended September 30, 2026, cash decreased to $40,853,490 from $49,034,154 at the beginning of the year. The decrease in cash was primarily due to the purchase of new investments, payment of our operating expenses, including payment of compensation and payroll taxes related to the Externalization, and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029. The decrease was partially offset by the issuance of the 6.50% Redeemable Promissory Note due 2029, proceeds from the sale of portfolio investments and investment income received.
Previous wording
Currently, we believe we have ample liquidity to support our near-term capital requirements. Consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances.
Current wording
Currently, we believe we have sufficient liquidity to support our near-term capital requirements. Consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances.
Previous wording
During the three and six months ended June 30, 2026 and 2025, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. As of June 30, 2026, 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, 2026 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, 2026 and 2025, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. As of September 30, 2026, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $25.0 million. Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2027 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.
Previous wording
On July 29, 2020, we established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market Sales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc. (collectively, the “Agents”). Under the Sales Agreement, we may, but have no obligation to, issue and sell up to $150.0 million in aggregate amount of shares of our common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account. We intend to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our investment objective and strategy and for general corporate purposes.
Current wording
Under our at-the-market offering (the “ATM Program”) pursuant to our At-the-Market Sales Agreement dated July 29, 2020 (as amended) with BTIG LLC, Citizens JMP Securities, LLC, Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc., we may issue and sell up to $150.0 million in aggregate amount of shares of our common stock. As of September 30, 2026, approximately $87.9 million remained available for sale under the ATM Program. Sales under the ATM Program may be made only pursuant to an effective registration statement and a related prospectus supplement.
Previous wording
During the six months ended June 30, 2026 and 2025, we did not issue or sell Shares under the ATM Program. As of June 30, 2026, up to approximately $87.9 million in aggregate amount of the Shares remain available for sale under the ATM Program.
Current wording
We did not issue or sell shares under the ATM Program during the three and nine months ended September 30, 2026.
Previous wording
On July 30, 2026, we filed a registration statement on Form N-2 with the SEC pursuant to which we may offer, from time to time in one or more offerings, up to $500.0 million of our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities, or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities. As of the date of this quarterly report, the registration statement had not been declared effective, and we had not offered or sold any securities thereunder. We intend to use the net proceeds of any offering under the registration statement to make investments in portfolio companies in accordance with our investment objective and strategy, to repay indebtedness, including the 6.00% Notes due 2026, and for general corporate purposes. The offering price per share of our common stock, less any underwriting commissions or discounts, will not be less than our net asset value per share at the time of the offering, except in connection with a rights offering to our existing stockholders, with the requisite approval of our common stockholders or under such other circumstances as the SEC may permit. We did not seek stockholder authorization to issue shares of our common stock at a price below net asset value per share at our 2026 annual meeting of stockholders.
Current wording
On July 31, 2026, we filed a shelf registration statement on Form N-2, which was declared effective by the SEC on September 30, 2026 and expires on September 30, 2029. The registration statement permits us to offer up to $500.0 million of equity and debt securities. We intend to use the net proceeds to make investments in portfolio companies in accordance with our investment objective and strategy, repay indebtedness and for general corporate purposes. The offering price per share of our common stock, less underwriting commissions or discounts, generally may not be below net asset value per share, except in connection with a rights offering to existing stockholders, with the requisite stockholder approval or as otherwise permitted by the SEC. We did not seek stockholder authorization to issue shares below net asset value per share at our 2026 annual meeting of stockholders.
Previous wording
On August 14, 2024, we issued $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to a private purchaser (the “Purchaser”), which bear interest at a rate of 6.50% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024. We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions. Under the purchase agreement governing the 6.50% Convertible Notes due 2029, as Amended and Restated on December 12, 2025 (the “Notes Purchase Agreement”), upon mutual agreement between the Company and the Purchaser, we may issue additional 6.50% Convertible Notes due 2029 for sale in subsequent offerings to the Purchaser (the “Additional Notes”), or issue additional notes with modified pricing terms (the “New Notes”), in the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50.0 million in one or more private offerings. Pursuant to the Notes Purchase Agreement, on October 9, 2024, we issued $5.0 million of Additional Notes to the Purchaser, and on January 16, 2025, we issued an additional $5.0 million of Additional Notes to the Purchaser, which Additional Notes are treated as a single series with the initial issuance of the 6.50% Convertible Notes due 2029. The 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with their terms. We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.
Current wording
As of September 30, 2026, $27.0 million in aggregate principal amount of our 6.50% Convertible Notes due 2029 remained outstanding. The 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with their terms.
Previous wording
For the six months ended June 30, 2026 the Company issued 1,092,504 shares of its common stock and cash for fractional shares upon the conversion of $8.0 million in aggregate principal amount of the 6.50% Convertible Notes due 2029.
Current wording
There were no conversions during the three months ended September 30, 2026. During the nine months ended September 30, 2026, we issued 1,092,504 shares of our common stock and paid cash in lieu of fractional shares upon the conversion of $8.0 million in aggregate principal amount of the notes. As of September 30, 2026, the conversion rate was 136.5633 shares of our common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029 (equivalent to a conversion price of approximately $7.32 per share), and we may not redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.
Previous wording
Refer to “Note 10—Debt Capital Activities” and “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2026 for more information regarding the 6.50% Convertible Notes due 2029.
Current wording
Refer to “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2026 for more information regarding the 6.50% Convertible Notes due 2029.
Previous wording
On April 2, 2026, our Board of Directors, including all of its independent directors, unanimously approved a proposal to transition us from an internally managed BDC to an externally managed structure (the “Externalization”) and approved the related investment advisory agreement (the “Advisory Agreement”) with Neostellar Advisors LLC (the “Adviser”), an entity jointly owned by certain of our then-current employees and Magnetar Holdings LLC (“Magnetar”), pursuant to which the Adviser would be appointed as our investment adviser. Entry into the Advisory Agreement effectuating the Externalization was subject to approval by our stockholders. At a special meeting held on June 10, 2026, the Company’s stockholders approved the Investment Advisory Agreement with the Adviser. As a result, effective July 15, 2026 (the “Effective Date”), the Company transitioned from an internally managed BDC to an externally managed BDC managed by the Adviser, and changed its name from “SuRo Capital Corp.” to “Neostellar Capital Corp.”Our common stock continues to trade on the Nasdaq Global Select Market, now under the ticker symbol “NSLR.”
Current wording
On April 2, 2026, our Board of Directors, including all of its independent directors, unanimously approved a proposal to transition us from an internally managed BDC to an externally managed structure (the “Externalization”) and approved the related investment advisory agreement (the “Investment Advisory Agreement”) with Neostellar Advisors LLC (the “Adviser”), an entity jointly owned by certain of our then-current employees and Magnetar Holdings LLC (“Magnetar”), pursuant to which the Adviser would be appointed as our investment adviser. Entry into the Investment Advisory Agreement effectuating the Externalization was subject to approval by our stockholders. At a special meeting held on June 10, 2026, the Company’s stockholders approved the Investment Advisory Agreement with the Adviser. As a result, effective July 15, 2026 (the “Effective Date”), the Company transitioned from an internally managed BDC to an externally managed BDC managed by the Adviser. Effective July 1, 2026, in connection with the Externalization, we changed our name from “SuRo Capital Corp.” to “Neostellar Capital Corp.” Our common stock continues to trade on the Nasdaq Global Select Market, now under the ticker symbol “NSLR.”
Previous wording
For additional information regarding the Externalization and its impact on stockholders, the Advisory Agreement, the Administration Agreement, Magnetar and the compensation of management relating to the Externalization, please refer to “Note 11—Stock-Based Compensation” and “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2026, our definitive proxy statement for the Special Meeting of Stockholders filed April 29, 2026, and our Current Reports on Form 8-K filed April 7, 2026 and July 21, 2026.
Current wording
For additional information regarding the Externalization and its impact on stockholders, the Investment Advisory Agreement, the Administration Agreement, Magnetar and the compensation of management relating to the Externalization, please refer to “Note 3—Related-Party Arrangements,” “Note 10—Debt Capital Activities” and “Note 11—Stock-Based Compensation” to our Condensed Consolidated Financial Statements as of September 30, 2026, our definitive proxy statement for the Special Meeting of Stockholders filed April 29, 2026, and our Current Reports on Form 8-K filed April 7, 2026 and July 21, 2026.
Previous wording
On July 30, 2026, we filed a registration statement on Form N-2 with the SEC covering the offer and sale, from time to time in one or more offerings, of up to $500.0 million of our common stock, preferred stock, subscription rights, debt securities and warrants. The registration statement had not been declared effective as of the date of this quarterly report. For additional information, see “Liquidity and Capital Resources—Equity Issuances and Debt Capital Activities—Shelf Registration Statement” above and “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2026.
Current wording
On July 31, 2026, we filed a registration statement on Form N-2 with the SEC covering the offer and sale, from time to time in one or more offerings, of up to $500.0 million of our common stock, preferred stock, subscription rights, debt securities and warrants. The registration statement was declared effective on September 30, 2026. For additional information, see “Liquidity and Capital Resources—Equity Issuances and Debt Capital Activities—Shelf Registration Statement” above and “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of September 30, 2026.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On October 28, 2026, our Board of Directors authorized an extension of the Share Repurchase Program until the earlier of (i) October 31, 2027 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.