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SuRo Capital (SSSS) CEO Mark Klein gets 350,000 RSUs, 293,265 shares withheld for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SuRo Capital Corp. Chairman, CEO and President Mark D. Klein reported compensation-related stock transactions. On June 12, 2026, he received a grant of 350,000 restricted shares of common stock at no cost, vesting in three equal parts on June 12, 2027, 2028 and 2029.

On June 15, 2026, 293,265 shares were withheld to cover his tax obligations upon vesting of restricted shares at a price of $13.56 per share, a disposition treated as a tax payment rather than an open-market sale. After these transactions, he directly owned 1,732,756 shares, including shares previously granted and shares beneficially owned through his spouse. The filing also notes that, in connection with stockholder approval of the company’s externalization, the board accelerated the vesting of his remaining unvested restricted shares subject to his entry into a lock-up agreement mirroring the original vesting periods.

Positive

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Negative

  • None.
Insider Klein Mark D
Role Chairman, CEO and President
Type Security Shares Price Value
Tax Withholding Common Stock 293,265 $13.56 $3.98M
Grant/Award Common Stock 350,000 $0.00 --
Holdings After Transaction: Common Stock — 1,732,756 shares (Direct, null)
Footnotes (1)
  1. Restricted shares granted under the SuRo Capital Corp. Second Amended and Restated 2019 Equity Incentive Plan, which vest as follows: 1/3 vests on June 12, 2027, 1/3 vests on June 12, 2028, and 1/3 vests on June 12, 2029. This total includes (i) 811,646 shares of the Company's common stock owned by Mr. Klein's spouse, which may be deemed to be beneficially owned by Mr. Klein; (ii) restricted shares granted under the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan on December 15, 2023, December 10, 2024 and May 16, 2025, which are subject to vesting schedules; and (iii) restricted shares granted under the SuRo Capital Corp. Second Amended and Restated 2019 Equity Incentive Plan on November 21, 2025 and June 12, 2026, which are subject to vesting schedules. On June 15, 2026, in connection with the approval of the Company's externalization by its stockholders, the Board of Directors of the Company approved the acceleration of the vesting of the Reporting Person's unvested restricted shares, effective as of June 15, 2026, subject to the Reporting Person's entry into a lock-up agreement that replicates the holding periods of the existing vesting schedules applicable to such shares. Shares withheld to satisfy the reporting person's tax obligations in connection with vesting of restricted shares on June 15, 2026. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.
Restricted share grant 350,000 shares Common stock grant on June 12, 2026 at $0.00 per share
Tax-withholding shares 293,265 shares Shares withheld on June 15, 2026 to satisfy tax obligations
Withholding price $13.56 per share Value used for tax-withholding disposition on June 15, 2026
Shares after tax withholding 1,732,756 shares Total common shares directly owned following June 15, 2026 transaction
Shares after grant 2,026,021 shares Total common shares directly owned following June 12, 2026 restricted grant
Spouse-owned shares 811,646 shares Common shares owned by Klein’s spouse, deemed beneficially owned
Vesting schedule 1/3 annually 2027–2029 New 350,000 restricted shares vest on June 12, 2027, 2028, 2029
Restricted shares financial
"Restricted shares granted under the SuRo Capital Corp. Second Amended and Restated 2019 Equity Incentive Plan"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
Second Amended and Restated 2019 Equity Incentive Plan financial
"Restricted shares granted under the SuRo Capital Corp. Second Amended and Restated 2019 Equity Incentive Plan"
externalization financial
"In connection with the approval of the Company's externalization by its stockholders"
lock-up agreement financial
"Subject to the Reporting Person's entry into a lock-up agreement that replicates the holding periods"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
Section 16(b) regulatory
"Transaction exempt from Section 16(b) pursuant to Rule 16b-3"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3 regulatory
"Transaction exempt from Section 16(b) pursuant to Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Klein Mark D
(Last)(First)(Middle)
C/O SURO CAPITAL CORP.
640 FIFTH AVENUE, 12TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
SURO CAPITAL CORP. [ SSSS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman, CEO and President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/12/2026A(1)350,000A$02,026,021(2)D
Common Stock06/15/2026F(3)293,265D$13.561,732,756(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Restricted shares granted under the SuRo Capital Corp. Second Amended and Restated 2019 Equity Incentive Plan, which vest as follows: 1/3 vests on June 12, 2027, 1/3 vests on June 12, 2028, and 1/3 vests on June 12, 2029.
2. This total includes (i) 811,646 shares of the Company's common stock owned by Mr. Klein's spouse, which may be deemed to be beneficially owned by Mr. Klein; (ii) restricted shares granted under the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan on December 15, 2023, December 10, 2024 and May 16, 2025, which are subject to vesting schedules; and (iii) restricted shares granted under the SuRo Capital Corp. Second Amended and Restated 2019 Equity Incentive Plan on November 21, 2025 and June 12, 2026, which are subject to vesting schedules. On June 15, 2026, in connection with the approval of the Company's externalization by its stockholders, the Board of Directors of the Company approved the acceleration of the vesting of the Reporting Person's unvested restricted shares, effective as of June 15, 2026, subject to the Reporting Person's entry into a lock-up agreement that replicates the holding periods of the existing vesting schedules applicable to such shares.
3. Shares withheld to satisfy the reporting person's tax obligations in connection with vesting of restricted shares on June 15, 2026. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.
/s/ Mark D. Klein06/16/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What stock transactions did SuRo Capital (SSSS) CEO Mark D. Klein report?

Mark D. Klein reported a grant of 350,000 restricted shares and a tax-withholding disposition of 293,265 shares. The disposition satisfied tax obligations on vesting restricted shares and was not an open-market sale, leaving him with 1,732,756 directly owned shares.

How many SuRo Capital (SSSS) shares were granted to Mark D. Klein and on what terms?

Klein received 350,000 restricted shares of SuRo Capital common stock at no purchase price. These shares vest in three equal installments on June 12, 2027, June 12, 2028, and June 12, 2029 under the company’s Second Amended and Restated 2019 Equity Incentive Plan.

Why were 293,265 SuRo Capital (SSSS) shares disposed of by Mark D. Klein?

The 293,265 shares were withheld to cover Klein’s tax obligations when his restricted shares vested on June 15, 2026 at $13.56 per share. This tax-withholding disposition is exempt from Section 16(b) under Rule 16b-3 and is not an open-market sale.

What are Mark D. Klein’s SuRo Capital (SSSS) share holdings after these transactions?

After the reported grant and tax-withholding disposition, Klein directly owned 1,732,756 shares of SuRo Capital common stock. This total includes 811,646 shares owned by his spouse and multiple tranches of restricted shares granted on various prior dates, subject to vesting conditions and lock-up terms.

How did SuRo Capital’s (SSSS) externalization affect Mark D. Klein’s restricted shares?

Following stockholder approval of SuRo Capital’s externalization, the board accelerated vesting of Klein’s remaining unvested restricted shares effective June 15, 2026. This acceleration is conditioned on his entering a lock-up agreement that replicates the original holding periods under existing vesting schedules.

What equity incentive plans govern Mark D. Klein’s SuRo Capital (SSSS) restricted shares?

Klein’s restricted shares come from the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan and the Second Amended and Restated 2019 Equity Incentive Plan. Grants made in 2023, 2024, 2025 and June 12, 2026 are subject to vesting schedules and, after acceleration, lock-up arrangements.