___________________________________________
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
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 May 21, 2026, Equus Total Return, Inc. issued a
press release announcing its net asset value for the quarter ended March 31, 2026. 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 May 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: May 21,
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 FIRST QUARTER NET ASSET VALUE
HOUSTON, TX – May 21, 2026 – Equus
Total Return, Inc. (NYSE: EQS) (“Equus” or the “Company”) reports net assets as of March 31, 2026, of $20.9
million. Net asset value per share increased to $1.50 as of March 31, 2026, from $1.19 as of December 31, 2025. Comparative data is summarized
below (in thousands, except per share amounts):
| As of the Quarter Ended |
3/31/2026 |
12/31/2025 |
9/30/2025 |
6/30/2025 |
3/31/2025
|
| Net assets |
$20,930 |
$16,570 |
$26,504 |
$34,111 |
$34,197 |
| Shares outstanding |
13,967 |
13,967 |
13,967 |
13,586 |
13,586 |
| Net assets per share |
$1.50 |
$1.19 |
$1.90 |
$2.51 |
$2.52 |
Net Asset Value Changes. The following were
the principal contributors to changes in the net asset value of the Company in the first quarter of 2026:
| · | Increase 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 significantly higher short and long-term prices for crude oil, the value of
the Company’s holding in Morgan increased by $5.0 million at March 31, 2026, compared to December 31, 2025. |
| · | Decrease in Fair Value of Holdings in CitroTech, Inc.
The Company holds shares of common stock and a common stock purchase warrant in CitroTech, Inc., a developer of fire suppression products
(NYSE: CITR). During the first quarter of 2026, the trading price of CITR shares increased from $8.08 to $8.63 per share. Also during
the first quarter of 2026, the Company sold 92,581 of its holding of CITR shares. At March 31, 2026, the Company collectively valued its
remaining CITR shares and the CITR warrant at an aggregate of $6.3 million as compared to $6.8 million at December 31, 2025, a decrease
of $0.5 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.