Director Phillip Goldstein sells 31,314 SWZ shares back to fund

Rhea-AI Filing Summary

Total Return Securities Fund director Phillip Goldstein reported a sale of common stock on January 23, 2026. He disposed of 31,314 shares of the fund’s common stock at a price of $6.81 per share, in a transaction coded "D" for a disposition. According to the footnote, the shares were sold back to the issuer in connection with a tender offer that is exempt under Rule 16b-3.

After this transaction and an adjustment, Goldstein beneficially owns 62,910 shares of common stock directly. A second footnote explains that this balance reflects an additional 1,000 shares that were purchased in a rights offering and were inadvertently omitted from his Form 4 filed on December 12, 2025, so this filing also corrects his previously reported holdings.

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)
01/23/2026

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	01/23/2026		D(1)		31,314	D	$6.81	62,910(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents sale of shares to the issuer pursuant to tender offer exempt under Rule 16b-3

2. Reflects an additional 1,000 shares that were purchased in a rights offering and inadvertently omitted from Mr. Goldstein's Form 4 filed on December 12, 2025.

	/s/ Stephanie Darling, Power of Attorney for Phillip Goldstein	01/27/2026
	** 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 did SWZ director Phillip Goldstein report?

Phillip Goldstein, a director of Total Return Securities Fund (SWZ), reported selling 31,314 shares of the fund’s common stock on January 23, 2026.

At what price were the SWZ shares sold by director Phillip Goldstein?

Goldstein’s reported sale of 31,314 common shares of Total Return Securities Fund was executed at $6.81 per share.

Who was the buyer of the SWZ shares sold by Phillip Goldstein?

The footnote states that the 31,314 shares were sold to the issuer, Total Return Securities Fund, in connection with a tender offer exempt under Rule 16b-3.

How many SWZ shares does Phillip Goldstein own after this transaction?

Following the reported sale and the correction noted in the footnotes, Phillip Goldstein beneficially owns 62,910 shares of Total Return Securities Fund common stock, held directly.

What correction does this Form 4 for SWZ make to Phillip Goldstein’s prior filings?

A footnote explains that the 62,910-share balance includes an additional 1,000 shares purchased in a rights offering that were omitted from his Form 4 filed on December 12, 2025, so this filing corrects his previously reported holdings.

What is Phillip Goldstein’s relationship to Total Return Securities Fund (SWZ)?

The filing identifies Phillip Goldstein as a director of Total Return Securities Fund (SWZ) and notes that the Form 4 is filed by one reporting person.