Total Return Securities Fund (NYSE: SWZ) director exercises 80,976 rights

Rhea-AI Filing Summary

Total Return Securities Fund director reports new share acquisition through a rights offering. On 12/11/2025, the reporting person acquired 80,976 shares of common stock at $6.07 per share, increasing their directly held position to 93,224 shares.

The transaction reflects participation in a rights offering where non-transferable rights were issued to stockholders of record as of November 14, 2025 at a rate of one right for each share owned. Each right allowed the holder to purchase one additional common share, with an option to oversubscribe for extra shares if available.

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

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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^*

GOLDSTEIN PHILLIP

(Last) (First) (Middle)

60 HERITAGE DRIVE

(Street)

PLEASANTVILLE NY 10570

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Total Return Securities Fund [ SWZ ]

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		M(1)		80,976	A	$6.07	93,224	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. Non-transferable rights were issued to holders of record of shares of common stock of the Issuer as of November 14, 2025 in connection with a rights offering by the Issuer at the rate of one right for each share of common stock owned. Every right received by the holder entitled such holder to purchase one share of common stock and holders were entitled to oversubscribe for additional shares if available. Purchases made pursuant to the rights offering are reflected in this filing.

	/s/ Stephanie Darling, Power of Attorney for Phillip Goldstein	12/12/2025
	** 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

What insider transaction was reported for SWZ in this Form 4?

The filing reports that a director of Total Return Securities Fund (SWZ) acquired 80,976 shares of common stock on 12/11/2025 at a price of $6.07 per share through a rights offering.

How many SWZ shares does the reporting person own after this transaction?

Following the reported transaction, the director beneficially owns 93,224 shares of Total Return Securities Fund common stock in direct ownership.

What are the key terms of the SWZ rights offering mentioned?

Non-transferable rights were issued to stockholders of record as of November 14, 2025 at a rate of one right for each share of common stock owned. Each right entitled the holder to purchase one share of common stock, and holders were allowed to oversubscribe for additional shares if available.

How were the rights obtained by the SWZ director in this filing?

The rights were issued to holders of record of Total Return Securities Fund common stock as of November 14, 2025. The director received rights based on existing holdings and used them, and any oversubscription opportunity, to purchase additional shares.

What transaction code is shown for the SWZ Form 4 entry?

The transaction is coded as M, which indicates the exercise or conversion of a derivative security. In this case, it reflects the exercise of rights to purchase common stock in the rights offering.

Is the SWZ insider transaction associated with a Rule 10b5-1 trading plan?

The form includes a checkbox for transactions pursuant to a Rule 10b5-1(c) trading plan. The provided excerpt does not indicate that this particular transaction was marked as being under such a plan.