SURO CAPITAL CORP. SEC Filings

SuRo Capital Corp. reported results of its 2026 annual and special stockholder meetings. Stockholders elected directors Mark D. Klein and Lisa Westley, with 7,850,734 and 7,903,689 votes cast for their election, respectively, and standard withheld and broker non-vote totals.

At the annual meeting, stockholders also approved two additional proposals, including one that received 8,178,480 votes for and another that received 17,828,560 votes for. In a separate special meeting, stockholders approved an Investment Advisory Agreement with Neostellar Advisors LLC, enabling SuRo Capital’s transition from an internally managed business development company to an externally managed structure, expected to take effect upon externalization on or about July 1, 2026.

SuRo Capital Corp. reports a strong Q1 2026, with net assets rising to $361.6 million from $205.3 million at year-end 2025, driven mainly by unrealized gains on its venture portfolio. Net asset value per share increased to $14.24 from $8.09.

The company recorded a net investment loss of $4.0 million as operating expenses exceeded interest and dividend income, but this was more than offset by $158.7 million of net unrealized appreciation and $0.9 million of realized gains. Total assets reached $433.3 million, including $388.5 million of investments at fair value and $43.3 million of cash.

SuRo Capital continues to operate as an internally managed BDC focused on equity and equity-related investments in venture-backed companies, with a highly concentrated, largely Level 3 portfolio and a mix of qualifying and non-qualifying assets under the 1940 Act.

SuRo Capital Corp. reported a transformational first quarter of 2026, with net assets rising to $361.6 million, or $14.24 per share, up from $8.09 at December 31, 2025 and $6.66 at March 31, 2025. The company generated a net change in net assets from operations of $155.6 million, or $6.13 per basic share, driven primarily by $158.7 million of net unrealized appreciation on investments. Total investments at fair value reached $388.5 million, with the top five holdings, led by WHOOP, Inc., representing about 72% of the portfolio.

The board approved a proposed transition from an internally managed BDC to an externally managed structure through Neostellar Advisors LLC, a joint venture between SuRo Capital personnel and Magnetar, subject to stockholder approval. An affiliate of Magnetar is expected to invest $20 million in SuRo Capital in connection with the externalization. During the quarter, the company invested $5 million in a Magnetar SPV focused on TensorWave and, after quarter-end, invested $9.5 million in ClickHouse and $0.2 million in Huntress Labs, further increasing exposure to AI and data infrastructure, while continuing to realize gains from selective portfolio exits.

SuRo Capital Corp. director Ronald M. Lott reported an open-market sale of common stock by the Ronald M. Lott Family Trust, an entity associated with him. The trust sold 10,669 shares at a weighted-average price of $12.90 per share. Lott may be deemed a beneficial owner of these trust shares but disclaims ownership beyond his pecuniary interest. Following the transactions, he also holds 7,812 shares directly, including restricted shares granted under SuRo Capital’s equity incentive plan that fully vest on the earlier of May 28, 2026 or the company’s next annual meeting closest to that date.

SuRo Capital Corp. is asking stockholders to approve a new investment advisory agreement and a shift to an external management structure. If approved, Neostellar Advisors LLC, jointly owned by certain current SuRo employees and a Magnetar Holdings affiliate, will become the external adviser and Neostellar Administrative Services LLC will provide administration.

The company will pay a 1.75% annual base management fee on gross assets plus an incentive fee on income and capital gains from new investments only; existing portfolio positions are excluded from incentive fees. A Magnetar affiliate has agreed, subject to several closing conditions, to make a $20,000,000 investment in SuRo, either in common stock following a large equity raise or via a convertible note. SuRo would also change its name to Neostellar Capital Corp. and its ticker to “NSLR,” while remaining a publicly traded BDC with the same stockholder base and investment strategy.

SuRo Capital Corp. is asking stockholders to vote at its 2026 annual meeting on re-electing two directors, an advisory say-on-pay proposal, and ratifying CBIZ CPAs P.C. as auditor for the year ending December 31, 2026.

The proxy also highlights a planned Externalization under which SuRo Capital will transition to an externally managed structure, enter an advisory agreement with Neostellar Advisors LLC, receive a committed $20,000,000 investment from a Magnetar affiliate, and later change its name to Neostellar Capital Corp. These changes will be decided at a separate special meeting, not at the annual meeting.

Goldman Sachs & Co. LLC submitted a Form 144 notice reporting proposed sales of restricted stock units acquired as compensation. The filing lists specific grant dates and amounts, including 6,082 units (acquired 05/31/2024) and 4,548 units (acquired 06/05/2025), plus smaller grant line items dated 09/30/2021, 12/30/2021, and 12/20/2018.

The form records the broker as Goldman Sachs & Co. LLC and contains administrative sale-transaction fields; the filing does not state aggregate proceeds, offering mechanics, or timing for completed sales.

SURO CAPITAL CORP. Chairman, CEO and President Mark D. Klein reported two open-market purchases of the company’s common stock. He bought 2,500 shares on April 21, 2026 at $13.08 per share and 2,500 shares on April 22, 2026 at $13.25 per share.

After these transactions, he directly beneficially owned 1,676,021 shares of common stock, a total that includes 811,646 shares owned by his spouse and multiple restricted share grants that are subject to vesting under SuRo Capital’s equity incentive plans.

SuRo Capital Corp. is asking stockholders to approve an Advisory Agreement to externalize management and appoint Neostellar Advisors LLC (jointly owned by certain current employees and Magnetar Holdings LLC) as its external investment adviser effective July 1, 2026. The Board unanimously recommends approval.

The proposal would convert SuRo from an internally managed BDC to an externally managed BDC, replace employee compensation with advisory and administration fees (including a 1.75% annual base management fee on gross assets and a two-part incentive fee with a 7.00% annual hurdle), and, subject to conditions, permit a $20,000,000 equity investment by an affiliate of Magnetar. As of the filing, the Company reports approximately 25,401,049 shares outstanding, total investments of $225.5M, total assets of $276.0M, net assets of $205.3M, and NAV per share of $8.09 as of December 31, 2025. The Company would change its name to Neostellar Capital Corp. if the Externalization is approved.