Equus Total Return (NYSE: EQS) engages PKF O’Connor Davies as new auditor

Rhea-AI Filing Summary

Equus Total Return, Inc. has engaged PKF O’Connor Davies, LLP as its independent accountant effective May 11, 2026. The company states it did not previously consult PKF on accounting principles, audit opinions, or financial reporting issues and reports no disagreements or reportable events under Regulation S-K related to this engagement.

8-K Event Classification

Item 4.01 — Changes in Registrant's Certifying Accountant

1 item

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Key Figures

Auditor engagement date: May 11, 2026 Filing form: Form 8-K Registrant phone: (713) 529-0900

3 metrics

Auditor engagement date May 11, 2026 Effective date PKF O’Connor Davies engaged as independent accountant

Filing form Form 8-K Current report disclosing engagement of independent accountant

Registrant phone (713) 529-0900 Telephone number for Equus Total Return, Inc.

Key Terms

independent accountant, Regulation S-K, reportable event, disagreement

4 terms

independent accountant financial

"engaged PKF O’Connor Davies, LLP (“PKF”) as its independent accountant"

Regulation S-K regulatory

"as that term is defined in Item 304(a)(1)(iv) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

reportable event regulatory

"or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)"

disagreement financial

"subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K)"

Understanding 8-K Material Events →

___________________________________________

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): May 11, 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. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

On May 11, 2026, Equus Total Return, Inc. (“Equus” or the “Fund”) engaged PKF O’Connor Davies, LLP (“PKF”) as its independent accountant. Prior to the engagement of PKF, Equus had not consulted with PKF regarding either:

(a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Fund’s financial statements, and neither a written report was provided to the Fund nor oral advice was provided that PKF concluded was an important factor considered by the Fund in reaching a decision as to the accounting, auditing or financial reporting issue; or

(b) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

2

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:  May 12, 2026	By:  /s/ Kenneth I. Denos
	Name: Kenneth I. Denos
	Title: Secretary

3

FAQ

What did Equus Total Return (EQS) announce regarding its auditor?

Equus Total Return engaged PKF O’Connor Davies, LLP as its independent accountant effective May 11, 2026. The filing notes this engagement covers audit responsibilities for the fund’s financial statements going forward, replacing its prior audit firm arrangement as disclosed in earlier filings.

Did Equus Total Return (EQS) have prior consultations with PKF before engagement?

No. The company states it had not consulted PKF on applying accounting principles, specific transactions, or potential audit opinions before the May 11, 2026 engagement. PKF also did not provide written reports or oral advice that influenced Equus’ accounting or financial reporting decisions prior to this appointment.

Were there any disagreements or reportable events tied to Equus Total Return’s new auditor?

The company reports no disagreements or reportable events in connection with engaging PKF. Specifically, it cites the definitions of “disagreement” and “reportable event” under Item 304 of Regulation S-K and states that none of these circumstances applied to its relationship with the new independent accountant.

What regulatory framework is referenced in Equus Total Return’s 8-K about PKF?

The disclosure references Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K. These provisions define what constitutes a disagreement on accounting or auditing matters and what events must be reported when a company changes or engages an independent accountant for its financial statements.

Who signed the Equus Total Return (EQS) 8-K related to PKF’s engagement?

The report was signed on behalf of Equus Total Return, Inc. by Kenneth I. Denos as Secretary. His signature indicates the filing was authorized by the registrant’s management in accordance with Exchange Act requirements for current reports on Form 8-K.