false
0001509470
0001509470
2026-01-12
2026-01-12
0001509470
SSSS:CommonStockParValue0.01PerShareMember
2026-01-12
2026-01-12
0001509470
SSSS:Sec6.00NotesDue2026Member
2026-01-12
2026-01-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
January
12, 2026
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 2.02. Results of Operations and Financial Condition.
On
January 12, 2026, SuRo Capital Corp. (“SuRo Capital” or the “Company”) issued a press release containing preliminary
estimates of its results for the fourth quarter and fiscal year ended December 31, 2025 (the “Press Release”). A copy of
the Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
The
information disclosed under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being “furnished”
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act,
except as otherwise expressly stated in any such filing.
Item 8.01. Other Events.
Preliminary
Estimates and Investment Portfolio Update
On
January 12, 2026, the Company disclosed the following information in the Press Release.
Investment
Portfolio Update
As
of December 31, 2025, the Company held positions in 35 portfolio companies – 32 privately held and 3 publicly held, some of which
may be subject to certain restrictions and/or lock-up provisions.
During
the three months ended December 31, 2025, the Company sold or received proceeds from the following investments:
| Portfolio
Company | |
Transaction
Date | |
Quantity
/ Initial Capital | |
Average
Net Share Price(1) | |
Net
Proceeds | |
Realized
Gain/(Loss) |
| CW Opportunity
2 LP(2) | |
Various | |
15.3% | |
— | |
$9.0 million | |
$6.7 million |
| Forge Global, Inc.(3) | |
11/6/2025 | |
70,530 | |
$43.64 | |
$3.1 million | |
$1.1 million |
| Rebric, Inc. (d/b/a Compliable) | |
10/16/2025 | |
— | |
— | |
$— | |
$(1.0 million) |
| True Global Ventures 4 Plus
Pte Ltd | |
10/31/2025 | |
6.8% | |
— | |
$0.1 million | |
$— |
| (1) |
The
average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable. |
| |
|
| (2) |
SuRo
Capital retains approximately 68.1% of its investment in CW Opportunity 2 LP as of December 31, 2025. |
| |
|
| (3) |
As
of November 6, 2025, SuRo Capital had sold its remaining Forge Global, Inc. public common shares. |
Subsequent
to year-end, through January 12, 2026, the Company made the following investment:
| Portfolio
Company | |
Investment | |
Transaction
Date | |
Amount(1) |
| Magnetar Opportunity 2025-4
LP(2) | |
Class A Interest | |
1/2/2026 | |
$5.0 million |
| (1) |
Amount
invested does not include capitalized costs or prepaid expenses, if applicable. |
| |
|
| (2) |
Magnetar
Opportunity 2025-4 LP is a special purpose vehicle invested in TensorWave, Inc. On December 31, 2025, SuRo Capital committed up to
$20.0 million to Magnetar Opportunity 2025-4 LP. As of January 12, 2026, $5.0 million of the $20.0 million capital commitment to
Magnetar Opportunity 2025-4 LP had been funded. The remaining commitment of up to $15.0 million is subject to the satisfaction of
certain conditions. |
Recent
Dividend Declarations
On
July 3, 2025, SuRo Capital’s Board of Directors declared a dividend of $0.25 per share paid on July 31, 2025 to the Company’s
common stockholders of record as of the close of business on July 21, 2025. The dividend was paid in cash.
On
November 3, 2025, SuRo Capital’s Board of Directors declared a dividend of $0.25 per share paid on December 5, 2025 to the Company’s
common stockholders of record as of the close of business on November 21, 2025. The dividend was paid in cash.
Preliminary
Estimates and Guidance
The
preliminary financial estimates provided herein are unaudited and have been prepared by, and are the responsibility of, the management
of the Company. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have
audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial data included herein. Actual results
may differ materially.
The
Company expects to announce its fourth quarter and fiscal year ended December 31, 2025 results during the week of March 9th.
Forward-Looking
Statements
Statements
included herein, including statements regarding the Company’s beliefs, expectations, intentions, or strategies for the future,
may constitute “forward-looking statements.” The Company cautions that any forward-looking statements are not guarantees
of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
All forward-looking statements involve a number of risks and uncertainties, including the impact of any market volatility that may be
detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ
materially from the plans, intentions, and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary
statements, and other conditions which could cause the Company’s actual results to differ from management’s current expectations,
are contained in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances that may arise after the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| Exhibit
99.1 |
|
Press Release dated January 12, 2026* |
| Exhibit
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of
this Current Report on Form 8-K.
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:
January 12, 2026 |
SURO
CAPITAL CORP. |
| |
|
| |
By:
|
/s/
Allison Green |
| |
|
Allison
Green |
| |
|
Chief
Financial Officer, Chief Compliance |
| |
|
Officer,
Treasurer and Corporate Secretary |
