[Form 4] EQUUS TOTAL RETURN, INC. Insider Trading Activity

Rhea-AI Filing Summary

John A. Hardy, director, CEO and 10% owner of Equus Total Return, Inc. (EQS), reported an insider acquisition on 09/16/2025. The Form 4 shows Mr. Hardy received 133,682 shares of Equus common stock at an acquisition price of $2.51 per share, increasing the total beneficial ownership to 3,861,706 shares.

The filing explains the shares were awarded as restricted stock under the company’s 2016 Equity Incentive Plan and that 3,228,024 of the shares are held by Benton Capital Inc., a company controlled by Mr. Hardy, which he can direct. The transaction is reported as an acquisition and is filed on a Form 4.

Insights

Corporate Governance Expert

TL;DR: Insider received restricted stock, reinforcing executive alignment with shareholders but not obviously material to valuation.

The award of 133,682 restricted shares to the CEO and a 10% owner signals alignment between management and equity holders because compensation was delivered in stock rather than cash. The disclosure that a majority of shares are held via Benton Capital Inc. clarifies indirect ownership and voting control. This is a governance-relevant action but, absent additional context on dilution or outstanding share count, it is not by itself a material corporate event.

Securities Analyst

TL;DR: Reported acquisition increases insider holdings; transaction size appears modest relative to total holdings.

The Form 4 records an acquisition price of $2.51 and a post-transaction beneficial ownership of 3,861,706 shares, including 3,228,024 held by an entity controlled by the reporting person. The stock award stems from the 2016 Equity Incentive Plan, indicating compensation-related issuance rather than open-market purchase. Without share count or market-cap context in the filing, the market-impact assessment is limited.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hardy John A.

(Last) (First) (Middle)

700 LOUISIANA ST. 41ST FLOOR

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EQUUS TOTAL RETURN, INC. [ EQS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/16/2025	09/16/2025	A		133,682	A	$2.51	3,861,706	I	I(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of restricted stock pursuant to the Registrant's 2016 Equity Incentive Plan.

2. Includes 3,228,024 shares held directly by Benton Capital Inc., a British Columbia Corporation beneficially owned and controlled by the Reporting Person who has authority to execute the same on behalf of Benton Capital Inc.

	/s/ John A. Hardy	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did John A. Hardy report on Form 4 for EQS?

The Form 4 reports an acquisition of 133,682 shares of Equus common stock on 09/16/2025 at a price of $2.51 per share.

How many Equus (EQS) shares does John A. Hardy beneficially own after the transaction?

He beneficially owns 3,861,706 shares following the reported transaction.

Were the shares bought on the open market or issued as compensation?

The filing states the shares were granted as restricted stock under the company’s 2016 Equity Incentive Plan, indicating issuance rather than an open-market purchase.

What portion of the reported holdings are held through Benton Capital Inc.?

The filing discloses that 3,228,024 shares are held directly by Benton Capital Inc., which is beneficially owned and controlled by John A. Hardy.

What roles does the reporting person hold at Equus (EQS)?

John A. Hardy is reported as a Director, CEO, and a 10% owner of the issuer.