[Form 4] Royce Small-Cap Trust, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Royce Small-Cap Trust, Inc. (RVT) – Form 4 insider transaction

On 26 June 2025, long-time portfolio manager and current Senior Advisor Charles M. Royce reported the sale of 21,735 RVT common shares at $14.96 per share (transaction code “S”). Gross proceeds are approximately $325 thousand.

Following the sale, Royce’s reported beneficial ownership stands at:

• 86,938 shares held indirectly via a family investment entity (in which he retains a substantial, but variable, pecuniary interest).
• 147,962 shares indirectly held through the Royce Charitable Trust.
• 100,491 shares held directly.

Total post-transaction beneficial holdings equal 335,391 shares, meaning the disposed block represents roughly 6-7 % of his reported ownership. No derivative transactions were disclosed and no 10b5-1 plan was indicated.

The filing is a routine Section 16 disclosure and does not reference any corporate events, earnings data, or strategic shifts at RVT. The magnitude of the sale is modest relative to Royce’s remaining stake and therefore has limited fundamental implication for RVT shareholders, but investors often monitor insider activity for sentiment clues.

Positive

• Insider continues to hold a substantial 335,391-share stake, signalling ongoing alignment with shareholders
• Prompt Form 4 filing within the two-business-day window supports good disclosure practices

Negative

• Sale of 21,735 shares by key insider may be interpreted by some investors as a modest negative sentiment signal

Insights

Financial Analyst

TL;DR – Small insider sale (~$325k) by Charles Royce; ownership remains sizeable, limited market impact

The reported 21,735-share sale is financially immaterial to Royce Small-Cap Trust’s capital structure and equates to roughly 0.2 % of RVT’s 122 million outstanding shares. Charles Royce still controls more than 335 k shares, so the transaction looks like portfolio rebalancing rather than a meaningful change of conviction. No price-sensitive details on portfolio performance, NAV, or distribution policy are provided. Historically, RVT’s share price reacts minimally to similar-sized insider trades. Overall, I view the filing as routine disclosure with neutral investment impact.

Corporate Governance Expert

TL;DR – Governance neutral; sale executed outside a 10b5-1 plan, but size is small

From a governance lens, the trade was not filed under a pre-arranged 10b5-1 plan, which could raise modest optics questions, yet the volume is small and promptly disclosed within two days, satisfying SEC timeliness. Royce’s continued significant ownership aligns interests with shareholders, limiting agency-risk concerns. No indication of material non-public information. I classify the impact as neutral.

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
Estimated average burden
hours per response:			0.5

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^*

ROYCE CHARLES M

(Last) (First) (Middle)

ROYCE SMALL-CAP TRUST, INC.

ONE MADISON AVENUE

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ROYCE SMALL-CAP TRUST, INC. [ RVT ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Sr. Advisor Royce & Associates

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		S		21,735	D	$14.96	86,938	I	Family Investment Entity(1)
Common Stock								147,962	I	Shares in the Royce Charitable Trust
Common Stock								100,491	D

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. Shares held in a family investment entity of which the reporting person is the sole managing member and in which the reporting person has a substantial pecuniary interest (which may vary from time to time). The reporting person disclaims beneficial ownership of the portion of such shares owned the by the family investment entity in which he has no pecuniary interest.

	Dani Eng, Attorney-in-Fact	06/27/2025
	** 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

How many RVT shares did Charles Royce sell on 26-Jun-2025?

21,735 common shares were sold at $14.96 each.

What is Charles Royce’s total RVT ownership after the transaction?

He reports 335,391 shares in aggregate (direct and indirect).

Was the trade executed under a Rule 10b5-1 plan?

No 10b5-1 plan box was checked; the sale appears discretionary.

How significant is the sale relative to RVT’s shares outstanding?

The 21,735-share block equals roughly 0.02 % of RVT’s ~122 million shares outstanding.

Did the Form 4 include any derivative security activity?

No. Table II shows no derivative transactions for the period.

Does the filing mention any changes to RVT’s strategy or distributions?

No strategic or distribution information is included; the filing only covers a single insider sale.