___________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): April
21, 2026
EQUUS TOTAL RETURN, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
814-00098 |
76-0345915 |
| (State or Other Jurisdiction |
(Commission File |
(IRS Employer |
| Of Incorporation) |
Number) |
Identification No.) |
|
700 Louisiana Street, 41st Floor Houston,
Texas |
77002 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area
code: (713) 529-0900
N/A
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-k filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2). ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
On April 21, 2026, Equus Total Return, Inc. issued
a press release announcing its net asset value for the quarter ended December 31, 2025. The text of the press release is included as Exhibit
99.1 to this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 Press release issued on April 21, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Equus Total Return, Inc. |
| Date: April 22,
2026 |
By: /s/ Kenneth I. Denos |
| |
Name: Kenneth I. Denos |
| |
Title: Secretary |
EXHIBIT
99.1

Contact:
Equus Total Return, Inc.
1-888-323-4533
EQUUS ANNOUNCES FOURTH QUARTER NET ASSET VALUE
HOUSTON, TX – April 21, 2026 – Equus
Total Return, Inc. (NYSE: EQS) (“Equus” or the “Company”) reports net assets as of December 31, 2025, of $16.6
million. Net asset value per share decreased to $1.19 as of December 31, 2025, from $1.90 as of September 30, 2025. Comparative data is
summarized below (in thousands, except per share amounts):
| As of the Quarter Ended |
12/31/2025 |
9/30/2025 |
6/30/2025 |
3/31/2025 |
12/31/2024
|
| Net assets |
$16,570 |
$26,504 |
$34,111 |
$34,197 |
$29,510 |
| Shares outstanding |
13,967 |
13,967 |
13,586 |
13,586 |
13,586 |
| Net assets per share |
$1.19 |
$1.90 |
$2.51 |
$2.52 |
$2.17 |
Net Asset Value Changes. The following were
the principal contributors to changes in the net asset value of the Company in the fourth quarter of 2025:
| · | Decrease
in Fair Value of Morgan E&P, Inc. Morgan E&P, Inc. (“Morgan”)
holds development rights to approximately 6,500 net acres in the Bakken/Three Forks formation
in the Williston Basin of North Dakota. Principally due to a lower forward price curve for
oil (as of December 31, 2025) as well as the elimination of certain reserves due to limited
production, the value of the Company’s holding in Morgan decreased by $12.35 million
at December 31, 2025, compared to September 30, 2025. |
| · | Increase
in Fair Value of Holdings in CitroTech, Inc. On February 10, 2025, the Company purchased
from CitroTech, Inc. (formerly General Enterprise Ventures, Inc.), a developer of fire suppression
products (NYSE: CITR), a 1-year senior convertible promissory note bearing interest at the
rate of 10% per annum, in exchange for $1.5 million in cash (“CITR Note”). Contemporaneously
with the purchase of the CITR Note, the Company also received a 5-year common stock purchase
warrant to acquire an aggregate of 312,500 shares of CITR common stock at an exercise price
of $3.00 per share (“CITR Warrant”). During 2025, the CITR Note was converted
by the Company into 664,041 shares of CITR common stock, of which 73,002 shares were sold
by the Company. During the fourth quarter of 2025, the trading price of CITR shares increased
from $5.89 per share to $8.08 per share. At December 31, 2025, the Company collectively valued
the CITR shares and CITR Warrant at an aggregate of $6.8 million as compared to $5.2 million
at September 30, 2025, an increase of $1.6 million. |
About Equus
The Company is a business development company that
trades as a closed-end fund on the New York Stock Exchange under the symbol "EQS". Additional information on the Company may
be obtained from the Company’s website at www.equuscap.com.
This
press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based
upon the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual
results to differ materially from those contemplated in such forward-looking statements including, in particular, the performance of
the Company, including our ability to achieve our expected financial and business objectives, and the other risks and uncertainties described
in the Company’s filings with the SEC. Actual results, events, and performance may differ. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as to the date hereof. Except as required by law, the Company undertakes
no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute
an admission by the Company or any other person that the events or circumstances described in such statements are material.