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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):
June
18, 2025
SURO
CAPITAL CORP.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
1-35156 |
|
27-4443543 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
640
Fifth Avenue
12th
Floor
New
York, NY 10019
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (212) 931-6331
Check
the appropriate box below if the Form 8-K 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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
symbol: |
|
Name
of each exchange on which registered: |
| Common
Stock, par value $0.01 per share |
|
SSSS |
|
Nasdaq
Global Select Market |
| 6.00%
Notes due 2026 |
|
SSSSL |
|
Nasdaq
Global Select Market |
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).
Emerging
growth company ☐
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
5.02. |
Departures
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On
June 18, 2025, the Board of Directors (the “Board”) of SuRo Capital Corp. (the “Company”), in accordance with
its bylaws, increased the size of the Board from five to six directors, creating a vacancy to be filled by a new director and to serve
with the class of directors whose terms expire at the Company’s 2027 annual meeting of stockholders. In connection with the foregoing,
the Board appointed Richard Szuch as a director, effective July 1, 2025. Mr. Szuch was also appointed as a member of the following committees
of the Board: the Nominating and Corporate Governance Committee; the Valuation Committee; and the Compensation Committee.
The
Board has determined that Mr. Szuch qualifies as an independent director under the applicable Nasdaq Global Select Market rules and that
Mr. Szuch is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended)
of the Company. Accordingly, Mr. Szuch will serve as one of the Company’s independent directors. His term will expire at the Company’s
2027 annual meeting of stockholders, or until his successor is duly elected and qualified.
Mr.
Szuch will be entitled to the applicable annual fee and other compensation in accordance with the Company’s existing director compensation
arrangements, consistent with terms previously disclosed by the Company. Most recently, such compensation terms were disclosed under
the heading “Compensation of Directors” in the Company’s proxy statement for its 2025 Annual Meeting of Stockholders
filed with the Securities and Exchange Commission on April 11, 2025. There are no arrangements or understandings between Mr. Szuch and
any other persons pursuant to which he was appointed as a director. Additionally, there are no transactions involving Mr. Szuch that
require disclosure under Item 404(a) of Regulation S-K.
| Item
9.01. |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| |
|
|
| Exhibit
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
June 20, 2025 |
SURO
CAPITAL CORP. |
| |
|
|
| |
By:
|
/s/
Allison Green |
| |
|
Allison
Green |
| |
|
Chief
Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary |
