SuRo Capital(SSSS) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents SuRo Capital Corp.'s unaudited condensed consolidated financial statements and detailed notes Item 1. Financial Statements This section presents SuRo Capital Corp.'s unaudited condensed consolidated financial statements, including assets, operations, cash flows, and investment schedules, with detailed notes Condensed Consolidated Statements of Assets and Liabilities Total assets and net assets significantly increased as of June 30, 2025, driven by higher investments and cash Condensed Consolidated Statements of Assets and Liabilities | Metric | June 30, 2025 (Unaudited) ($) | December 31, 2024 (Audited) ($) | | :-------------------------------------------------------------------------------- | :-------------------------- | :-------------------------- | | ASSETS | | | | Total Investments (at fair value) | $243,798,547 | $209,380,742 | | Cash | $49,852,801 | $20,035,640 | | Total Assets | $295,053,224 | $231,599,593 | | LIABILITIES | | | | 6.00% Notes due December 30, 2026 | $39,354,847 | $44,198,838 | | 6.50% Convertible Notes due August 14, 2029 | $34,010,638 | $29,051,408 | | Total Liabilities | $75,643,629 | $74,027,507 | | NET ASSETS | | | | Net Assets | $219,409,595 | $157,572,086 | | Net Asset Value Per Share | $9.18 | $6.68 | - Net Asset Value Per Share increased from $6.68 as of December 31, 2024, to $9.18 as of June 30, 2025[9] Condensed Consolidated Statements of Operations Net change in net assets from operations shifted positively in Q2 and H1 2025, driven by realized and unrealized investment gains Condensed Consolidated Statements of Operations | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Investment Income | $167,304 | $1,027,353 | $666,398 | $2,555,444 | | Total Operating Expenses | $3,889,464 | $4,682,978 | $8,050,327 | $9,433,971 | | Net Investment Loss | $(3,722,160) | $(3,655,625) | $(7,383,929) | $(6,878,527) | | Net Realized Gain/(Loss) on Investments | $21,212,611 | $(29,612) | $21,194,660 | $(453,686) | | Net Change in Unrealized Appreciation/(Depreciation) of Investments | $44,837,619 | $(6,965,946) | $47,726,497 | $(25,384,316) | | Net Change in Net Assets Resulting from Operations | $62,328,070 | $(10,651,183) | $61,521,355 | $(32,716,529) | | Basic EPS | $2.63 | $(0.45) | $2.60 | $(1.34) | | Diluted EPS | $2.23 | $(0.45) | $2.23 | $(1.34) | - Net Change in Net Assets Resulting from Operations significantly improved, turning from a loss of $(10,651,183) in Q2 2024 to a gain of $62,328,070 in Q2 2025, and from a loss of $(32,716,529) in H1 2024 to a gain of $61,521,355 in H1 2025[15] - Basic EPS increased from $(0.45) in Q2 2024 to $2.63 in Q2 2025, and from $(1.34) in H1 2024 to $2.60 in H1 2025[15] Condensed Consolidated Statements of Changes in Net Assets Net assets substantially increased for the six months ended June 30, 2025, driven by significant realized and unrealized investment gains Condensed Consolidated Statements of Changes in Net Assets | Metric | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------------------------- | :----------------------------- | :----------------------------- | | Net Assets at Beginning of Year | $157,572,086 | $203,357,646 | | Net Change in Net Assets Resulting from Operations | $62,328,070 | $(10,651,183) | | Net Change in Net Assets Resulting from Capital Transactions | $277,370 | $(8,757,761) | | Total Change in Net Assets | $62,605,440 | $(19,408,944) | | Net Assets at June 30 | $219,409,595 | $162,312,191 | | Shares Outstanding at End of Period | 23,888,107 | 23,378,002 | - Net Assets at June 30, 2025, increased to $219,409,595 from $157,572,086 at the beginning of the year, driven by a positive change in net assets from operations[19] Condensed Consolidated Statements of Cash Flows Cash from operating activities substantially increased for the six months ended June 30, 2025, driven by significant proceeds from investment sales Condensed Consolidated Statements of Cash Flows | Metric | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------------------------- | :----------------------------- | :----------------------------- | | Net Cash Provided by Operating Activities | $30,018,114 | $35,709,244 | | Net Cash Used in Financing Activities | $(162,212) | $(9,507,823) | | Total Increase in Cash Balance | $29,855,902 | $26,201,421 | | Cash and Restricted Cash Balance at End of Period | $49,891,542 | $54,379,773 | - Proceeds from sales or maturity of portfolio investments increased significantly to $41,251,774 for the six months ended June 30, 2025, from $10,551,335 in the prior year[22] - Net cash used in financing activities decreased substantially due to gross proceeds from the issuance of 6.50% Convertible Notes and lower repurchases of common stock compared to the prior year[22] Condensed Consolidated Schedule of Investments as of June 30, 2025 (Unaudited) The investment portfolio as of June 30, 2025, primarily comprised non-controlled/non-affiliate investments, totaling $243.8 million Condensed Consolidated Schedule of Investments as of June 30, 2025 (Unaudited) | Category | Cost ($) | Fair Value ($) | % of Net Assets | | :-------------------------- | :----------- | :----------- | :-------------- | | Non-Controlled/Non-Affiliate | $221,292,617 | $215,044,675 | 98.01% | | Non-Controlled/Affiliate | $20,605,400 | $8,456,422 | 3.85% | | Controlled | $1,602,940 | $20,297,450 | 9.25% | | Total Portfolio Investments | $243,500,957 | $243,798,547 | 111.12% | - Top non-controlled/non-affiliate investments by fair value include CW Opportunity 2 LP ($40.88M), ARK Type One Deep Ventures Fund LLC ($27.76M), and Whoop, Inc. ($23.74M)[25] - Controlled investments, primarily Colombier Sponsor II LLC, saw a significant increase in fair value to $20,297,450 from a cost of $1,602,940[31] Condensed Consolidated Schedule of Investments as of December 31, 2024 The investment portfolio as of December 31, 2024, had a total fair value of $209.4 million, representing 132.88% of net assets Condensed Consolidated Schedule of Investments as of December 31, 2024 | Category | Cost ($) | Fair Value ($) | % of Net Assets | | :-------------------------- | :----------- | :----------- | :-------------- | | Non-Controlled/Non-Affiliate | $234,601,314 | $198,511,915 | 125.98% | | Non-Controlled/Affiliate | $20,605,400 | $9,268,827 | 5.88% | | Controlled | $1,602,940 | $1,600,000 | 1.02% | | Total Portfolio Investments | $256,809,654 | $209,380,742 | 132.88% | - Key non-controlled/non-affiliate investments by fair value included CW Opportunity 2 LP ($17.78M), ARK Type One Deep Ventures Fund LLC ($17.64M), and Learneo, Inc. ($16.88M)[38] - The percentage of total investments considered non-qualifying assets under the 1940 Act was 39.56% as of December 31, 2024, excluding cash and short-term US treasuries[47] Notes to Condensed Consolidated Financial Statements These notes provide detailed explanations of accounting policies, investment valuations, debt, and other relevant financial information NOTE 1—NATURE OF OPERATIONS SuRo Capital Corp. is an internally managed BDC and RIC, aiming to maximize total return through capital gains on equity investments - SuRo Capital Corp. was formed in September 2010, commenced development stage activities on January 6, 2011, and began investment operations in Q2 2011[49][50] - The company's common stock is listed on the Nasdaq Global Select Market under the symbol 'SSSS'[50] - Investment strategy includes direct offerings, secondary marketplaces, negotiations with selling stockholders, investment funds, SPVs, private credit, founders equity/warrants, and SPACs[52] NOTE 2—SIGNIFICANT ACCOUNTING POLICIES Financial statements adhere to GAAP for investment companies, with most investments classified as Level 3 for fair value - The company operates as a single operating segment, with the CODM using Net Change in Net Assets Resulting from Operations as a primary metric[60] - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs reflecting management's best estimate)[64][65][66] - The majority of the company's investments are Level 3, requiring significant judgment and independent third-party valuation for fair value determination[66][72][74] - Recently adopted ASU 2024-01 on profits interest had no material impact; other issued ASUs are being evaluated but are not expected to have a material impact[111][112][113][114][115][116][117] NOTE 3—RELATED-PARTY ARRANGEMENTS Executive officers and directors may have conflicts of interest due to roles in other entities, with policies in place to screen transactions and disclose remote-affiliate investments - The 1940 Act prohibits certain co-investments with affiliates without an SEC order, and transactions with officers/directors require Board approval[121] - A remote-affiliate investment in Churchill Sponsor VII LLC resulted in a $300,000 loss due to the SPAC not consummating a business combination[123] - The fair value of the remote-affiliate investment in Skillsoft Corp. was $783,999 as of June 30, 2025[124] NOTE 4—INVESTMENTS AT FAIR VALUE The investment portfolio consists of 60 positions in 36 private companies, concentrated in AI, FinTech, and Consumer Goods, with most valuations relying on Level 3 inputs Investment Portfolio Composition The portfolio is predominantly private companies, with preferred and common stock as the largest security types, accounting for 109.9% of net assets at fair value as of June 30, 2025 Investment Portfolio Composition by Security Type (Fair Value) | Security Type | June 30, 2025 (Fair Value) ($) | % of Net Assets (June 30, 2025) | December 31, 2024 (Fair Value) ($) | % of Net Assets (December 31, 2024) | | :-------------------------------- | :--------------------------- | :------------------------------ | :--------------------------- | :------------------------------ | | Private Portfolio Companies | | | | | | Preferred Stock | $142,108,054 | 64.7% | $151,003,991 | 95.8% | | Common Stock | $88,396,978 | 40.3% | $35,922,154 | 22.8% | | Debt Investments | $506,339 | 0.2% | $506,339 | 0.3% | | Options | $10,283,118 | 4.7% | $4,357,138 | 2.8% | | Total Private Portfolio Companies | $241,294,489 | 109.9% | $191,789,622 | 121.7% | | Publicly Traded Portfolio Companies | | | | | | Common Stock | $2,126,890 | 1.0% | $16,154,290 | 10.3% | | Options | $377,168 | 0.2% | $1,436,830 | 0.9% | | Total Publicly Traded Portfolio Companies | $2,504,058 | 1.2% | $17,591,120 | 11.2% | | Total Investments | $243,798,547 | 111.1% | $209,380,742 | 132.9% | - As of June 30, 2025, the company held 60 positions in 36 portfolio companies, a slight decrease from 37 companies as of December 31, 2024[126] Geographic and Industrial Compositions The portfolio's geographic concentration shifted, with the Northeast remaining largest, while Artificial Intelligence Infrastructure & Applications became the dominant industrial theme Geographic Composition of Portfolio (Fair Value) | Geographic Region | June 30, 2025 (Fair Value) ($) | % of Portfolio | % of Net Assets | December 31, 2024 (Fair Value) ($) | % of Portfolio | % of Net Assets | | :------------------ | :--------------------------- | :------------- | :-------------- | :--------------------------- | :------------- | :-------------- | | Northeast | $66,899,361 | 27.4% | 30.4% | $72,100,161 | 34.4% | 45.8% | | Midwest | $58,053,426 | 23.8% | 26.5% | $37,261,207 | 17.8% | 23.6% | | West | $51,078,629 | 21.0% | 23.3% | $61,124,969 | 29.2% | 38.8% | | Southeast | $48,434,082 | 19.9% | 22.1% | $20,675,077 | 9.9% | 13.1% | | International | $19,333,049 | 7.9% | 8.8% | $18,219,328 | 8.7% | 11.6% | | Total | $243,798,547 | 100.0% | 111.1% | $209,380,742 | 100.0% | 132.9% | Industrial Composition of Portfolio (Fair Value) | Industry | June 30, 2025 (Fair Value) ($) | % of Portfolio | % of Net Assets | December 31, 2024 (Fair Value) ($) | % of Portfolio | % of Net Assets | | :------------------------------------ | :--------------------------- | :------------- | :-------------- | :--------------------------- | :------------- | :-------------- | | Artificial Intelligence Infrastructure & Applications | $80,819,406 | 33.2% | 36.9% | $58,072,060 | 27.7% | 36.9% | | Financial Technology & Services | $41,734,860 | 17.1% | 19.0% | $17,192,986 | 8.2% | 10.9% | | Consumer Goods & Services | $38,230,231 | 15.7% | 17.4% | $30,351,636 | 14.5% | 19.3% | | Software-as-a-Service | $33,905,698 | 13.9% | 15.5% | $49,225,370 | 23.5% | 31.2% | | Education Technology | $24,609,666 | 10.1% | 11.2% | $27,327,100 | 13.1% | 17.3% | | Logistics & Supply Chain | $20,243,074 | 8.3% | 9.2% | $23,033,237 | 11.0% | 14.6% | | SuRo Capital Sports | $4,255,612 | 1.7% | 1.9% | $4,178,353 | 2.0% | 2.7% | | Total | $243,798,547 | 100.0% | 111.1% | $209,380,742 | 100.0% | 132.9% | - Artificial Intelligence Infrastructure & Applications increased its portfolio share from 27.7% to 33.2% from December 31, 2024, to June 30, 2025[133] Investment Valuation Inputs Most investments, totaling $241.3 million, are classified as Level 3, relying on unobservable inputs for fair value, while publicly traded companies are Level 1 Investments at Fair Value by Level (June 30, 2025) | Investment Type | Level 1 ($) | Level 2 ($) | Level 3 ($) | Total ($) | | :-------------------------- | :------ | :------ | :---------- | :---------- | | Private Portfolio Companies | $— | $— | $241,294,489 | $241,294,489 | | Publicly Traded Portfolio Companies | $2,504,058 | $— | $— | $2,504,058 | | Total Investments | $2,504,058 | $— | $241,294,489 | $243,798,547 | Investments at Fair Value by Level (December 31, 2024) | Investment Type | Level 1 ($) | Level 2 ($) | Level 3 ($) | Total ($) | | :-------------------------- | :---------- | :----------- | :---------- | :---------- | | Private Portfolio Companies | $— | $— | $191,789,622 | $191,789,622 | | Publicly Traded Portfolio Companies | $3,563,407 | $14,027,713 | $— | $17,591,120 | | Total Investments | $3,563,407 | $14,027,713 | $191,789,622 | $209,380,742 | - Publicly traded common stock and options were classified as Level 1, while private portfolio companies (preferred stock, common stock, debt, options) were entirely Level 3 as of June 30, 2025[139] Significant Unobservable Inputs for Level 3 Assets and Liabilities Valuation of Level 3 assets relies on unobservable inputs like revenue multiples, precedent transactions, and discount rates, using market and income approaches Level 3 Valuation Inputs (June 30, 2025) | Asset Type | Valuation Approach/Technique | Unobservable Inputs | Range (Weighted Average) | | :-------------------------------- | :--------------------------- | :------------------ | :----------------------- | | Preferred stock in private companies | Market Approach | Revenue Multiples | 0.61x - 6.12x (2.28x) | | | | Precedent Transactions | 25% - 100% (77%) | | | PWERM | Revenue Multiples | 1.33x - 5.24x (4.89x) | | | | Dissolution Risk | 100% | | | | Precedent Transaction | 90% | | Common stock in private companies | Market Approach | Revenue Multiples | 0.60x - 6.43x (5.60x) | | | | Discount Rate | 25% | | | | Precedent Transactions | 75% - 100% (92.7%) | | | PWERM | AFFO Multiples | 7.40x | | | | Dissolution Risk | 100% | | | | Discount Rate | 15% | | | | Precedent Transaction | 95% | | | | Revenue Multiples | 5.81x - 6.53x (6.17x) | | Debt investments | Market Approach | Revenue Multiples | 0.60x - 2.35x (2.22x) | | Options | Option Pricing Model | Term to Expiration (Years) | 1.00 - 1.86 | | | | Precedent Transactions | 25% - 100% (73%) | | | | Volatility | 51% - 62% (51%) | - The fair value of Level 3 assets increased from $191,789,622 as of December 31, 2024, to $241,294,489 as of June 30, 2025, primarily due to a net change in unrealized appreciation of $53,245,397[156] - Corporate actions during H1 2025 included conversions of CoreWeave, Inc. preferred shares to common shares (Level 2) and Commercial Streaming Solutions Inc. SAFE Note to preferred shares (Level 3)[158] Schedule of Investments In, and Advances to, Affiliates Controlled investments, mainly Colombier Sponsor II LLC, showed significant unrealized gains, while non-controlled/affiliate investments, primarily StormWind, LLC, experienced unrealized losses Controlled Investments Activity (Six Months Ended June 30, 2025) | Investment | Fair Value at Dec 31, 2024 ($) | Unrealized Gains/(Losses) ($) | Fair Value at Jun 30, 2025 ($) | % of Net Assets | | :------------------------------------ | :------------------------- | :------------------------ | :------------------------- | :-------------- | | Colombier Sponsor II LLC – Class B Units | $1,101,695 | $13,195,755 | $14,297,450 | 6.52% | | Colombier Sponsor II LLC – Class W Units | $498,305 | $5,501,695 | $6,000,000 | 2.73% | | Total Controlled Investments | $1,600,000 | $18,697,450 | $20,297,450 | 9.25% | Non-Controlled/Affiliate Investments Activity (Six Months Ended June 30, 2025) | Investment | Fair Value at Dec 31, 2024 ($) | Unrealized Gains/(Losses) ($) | Fair Value at Jun 30, 2025 ($) | % of Net Assets | | :------------------------------------ | :------------------------- | :------------------------ | :------------------------- | :-------------- | | StormWind, LLC – Preferred Shares (all series) | $9,268,827 | $(812,405) | $8,456,422 | 3.85% | | Total Non-Controlled/Affiliate Investments | $9,268,827 | $(812,405) | $8,456,422 | 3.85% | - As of June 30, 2025, 50.25% of total investments were non-qualifying assets under the 1940 Act, excluding cash and short-term US treasuries[165] NOTE 5—COMMON STOCK The company has a discretionary open-market share repurchase program with $25.0 million remaining, and an 'at-the-market' offering program with $98.8 million in shares available - The Share Repurchase Program is authorized for up to $64.3 million until October 31, 2025, or until the aggregate amount is repurchased[177] - The ATM Program allows the company to issue and sell up to $150.0 million in common stock, with approximately $98.8 million remaining available as of June 30, 2025[181][184] NOTE 6—NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED Basic and diluted net change in net assets per common share significantly improved for the three and six months ended June 30, 2025, reflecting positive operational results Net Change in Net Assets Resulting from Operations Per Common Share—Basic and Diluted | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net change in net assets resulting from operations | $62,328,070 | $(10,651,183) | $61,521,355 | $(32,716,529) | | Weighted-average common shares–basic | 23,728,095 | 23,410,235 | 23,650,399 | 24,401,863 | | Earnings per common share–basic | $2.63 | $(0.45) | $2.60 | $(1.34) | | Earnings per common share–diluted | $2.23 | $(0.45) | $2.23 | $(1.34) | - The diluted EPS for the three and six months ended June 30, 2025, was $2.23, compared to $(0.45) and $(1.34) for the respective periods in 2024, reflecting the dilutive effect of the 6.50% Convertible Notes due 2029[186] NOTE 7—COMMITMENTS AND CONTINGENCIES The company has an operating lease for office space until May 2028, with $449,406 in future payments, and no material legal proceedings - The operating lease for office space was extended to expire on May 12, 2028, with a remaining lease term of 2.9 years and a discount rate of 3.00% as of June 30, 2025[189][191] Future Minimum Operating Lease Payments as of June 30, 2025 | For the Year Ended December 31, | Amount ($) | | :------------------------------ | :----- | | 2025 | $75,420 | | 2026 | $154,826 | | 2027 | $159,471 | | 2028 | $59,689 | | Total | $449,406 | NOTE 8—FINANCIAL HIGHLIGHTS Financial highlights show a significant increase in Net Asset Value (NAV) per share and total returns for Q2 and H1 2025, driven by strong unrealized appreciation of investments Financial Highlights | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net asset value at beginning of period | $6.66 | $7.17 | $6.68 | $7.99 | | Net asset value at end of period | $9.18 | $6.94 | $9.18 | $6.94 | | Total return based on market value | 65.19% | (11.87)% | 39.63% | 1.78% | | Total return based on net asset value | 37.84% | (3.21)% | 37.43% | (13.14)% | | Ratio of net investment loss to average net assets | (9.31)% | (8.39)% | (9.40)% | (7.32)% | | Portfolio Turnover Ratio | 2.36% | 5.72% | 3.02% | 5.84% | - NAV per share increased from $6.66 at the beginning of Q2 2025 to $9.18 at the end, and from $6.68 at the beginning of H1 2025 to $9.18 at the end[193] - Total return based on net asset value was 37.84% for Q2 2025 and 37.43% for H1 2025, a significant improvement from negative returns in the prior year[193] NOTE 9—INCOME TAXES The company intends to qualify as a RIC to avoid U.S. federal income tax on distributed income and gains, but is subject to a 4% excise tax on certain undistributed income - To qualify as a RIC, the company must distribute at least 90% of its investment company taxable income and meet income/asset diversification tests[199] - The company accrues excise taxes on estimated excess taxable income if current year distributions are expected to fall below the Excise Tax Avoidance Requirement[200] - Taxable subsidiaries, consolidated for GAAP but not for U.S. federal income tax, are subject to corporate income tax on their income[202] NOTE 10—DEBT CAPITAL ACTIVITIES The company's debt includes 6.00% Notes due 2026, with a fully utilized repurchase program, and 6.50% Convertible Notes due 2029, with additional issuances 6.00% Notes due 2026 Details | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------ | :------------ | :---------------- | | Aggregate principal amount | $39,667,650 | $44,667,400 | | Carrying value (on balance sheet) | $39,354,847 | $44,198,838 | | Fair value | $39.1 million | $43.8 million | | Repurchased (H1 2025) | $5.0 million | N/A | | Repurchase program utilization | Fully utilized | N/A | 6.50% Convertible Notes due 2029 Details | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------ | :------------ | :---------------- | | Aggregate principal amount | $35,000,000 | $30,000,000 | | Carrying value (on balance sheet) | $34,010,638 | $29,051,408 | | Issuances (H1 2025) | $5.0 million | N/A | | Conversion rate | 129.0323 shares per $1,000 principal | 129.0323 shares per $1,000 principal | | Conversion price | ~$7.75 per share | ~$7.75 per share | - The 6.00% Notes due 2026 mature on December 30, 2026, and the 6.50% Convertible Notes due 2029 mature on August 14, 2029[209][217] NOTE 11—STOCK-BASED COMPENSATION The 2019 Equity Incentive Plan authorized 2.39 million shares, with 384,248 restricted shares granted and $499,125 in compensation expense recognized in H1 2025 - The plan authorizes grants of restricted shares and options to employees, officers, and directors[223] Restricted Share Grant Activity (Six Months Ended June 30, 2025) | Activity | Number of Restricted Shares | | :------------------------------------ | :-------------------------- | | Outstanding as of December 31, 2024 | 532,136 | | Granted | 384,248 | | Vested | (128,802) | | Forfeited | (55,000) | | Outstanding as of June 30, 2025 | 732,582 | | Total vested since inception as of June 30, 2025 | 1,079,919 | - Unrecognized compensation costs related to restricted share grants totaled approximately $6,011,726 as of June 30, 2025[227] NOTE 12—SUBSEQUENT EVENTS Subsequent events include a $250,000 investment, a $0.25 cash dividend, and an adjustment to the 6.50% Convertible Notes conversion rate Subsequent Investment Activity (July 1, 2025 - August 6, 2025) | Portfolio Company | Investment | Transaction Date | Amount ($) | | :------------------------------------ | :------------------------------------ | :--------------- | :----- | | Supplying Demand, Inc. (d/b/a Liquid Death) | Convertible Note 4.12% Due 6/30/2028 | 7/29/2025 | $250,000 | | Total | | | $250,000 | - A cash dividend of $0.25 per share was declared on July 3, 2025, payable on July 31, 2025, to stockholders of record on July 21, 2025[234] - The conversion rate for the 6.50% Convertible Notes due 2029 was adjusted to $7.53 per share (132.7530 shares per $1,000 principal amount) from $7.75 per share, effective July 21, 2025, due to the cash dividend[235] NOTE 13—SUPPLEMENTAL FINANCIAL DATA Colombier Sponsor II LLC, a controlled portfolio company, was not a 'significant subsidiary' as of June 30, 2025, thus not requiring separate financial statements - The company's controlled portfolio company, Colombier Sponsor II LLC, was not considered a 'significant subsidiary' as per Rule 1-02(w)(2) of Regulation S-X[238] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition and operational results, highlighting positive net asset changes from investment gains, liquidity, debt, and distribution policies Forward-Looking Statements This section contains forward-looking statements based on current expectations, which involve substantial risks and uncertainties that could cause actual results to differ materially - Forward-looking statements are identified by words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'will,' 'may,' 'continue,' 'believes,' 'seeks,' 'estimates,' 'would,' 'could,' 'should,' 'targets,' 'projects,' and variations thereof[239] - Economic downturns impairing portfolio companies' operations[240][241] - Dependence on management team and key investment professionals[240][241] - Risks related to investments in growth-stage and venture capital-backed companies[240][241] - Impact of changes in laws or regulations, including tax laws[240][241] - Risks related to market volatility and uncertainty of portfolio investment values[240][241] Overview SuRo Capital Corp. is an internally managed BDC and RIC focused on maximizing total return through capital gains from equity investments in high-growth companies - The company's investment objective is to maximize total return, primarily through capital gains on equity and equity-related investments[245] - Investment themes include Software-as-a-Service, Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Education Technology, Logistics & Supply Chain, Financial Technology & Services, and SuRo Capital Sports[248][249] - Investments are primarily non-controlling equity and equity-related, such as common stock, warrants, preferred stock, and convertible debt with a significant equity component[248][249] - Less than 70% of gross assets must be qualifying assets for BDC regulatory requirements; otherwise, additional non-qualifying assets cannot be acquired[246] Our History SuRo Capital Corp. was formed in 2010, commenced BDC operations in 2011, and internalized management in 2019 to align interests and eliminate external advisory fees - The company was formed in 2010 and commenced BDC operations in May 2011[251][252] - Internalization of management occurred on March 12, 2019, to align stockholder and management interests and eliminate external advisory/administration fees[253] Portfolio and Investment Activity In H1 2025, the company funded $6.3 million in new investments and realized a net gain of $21.2 million from exits, contrasting with H1 2024 Investment Funding (Six Months Ended June 30, 2025) | Portfolio Company | Investment | Transaction Date | Gross Payments ($) | | :-------------------------- | :------------------------------------ | :--------------- | :------------- | | Orchard Technologies, Inc. | Senior Preferred Shares, Series 1 | 1/31/2025 | $222,210 | | Orchard Technologies, Inc. | Simple Agreement for Future Equity | 1/31/2025 | $80,800 | | Whoop, Inc. | Simple Agreement for Future Equity | 2/6/2025 | $1,000,000 | | Plaid Inc. | Common Shares, Class A | 4/4/2025 | $4,999,874 | | Total | | | $6,302,884 | Investment Exits/Proceeds (Six Months Ended June 30, 2025) | Portfolio Company | Net Proceeds ($) | Realized Gain ($) | | :-------------------------- | :----------- | :------------ | | CoreWeave, Inc. | $25,332,125 | $15,328,543 | | ServiceTitan, Inc. | $15,919,649 | $5,911,416 | | Total | $41,251,774 | $21,239,959 | Investment Funding (Six Months Ended June 30, 2024) | Portfolio Company | Investment | Transaction Date | Gross Payments ($) | | :------------------------------------ | :------------------------------------ | :--------------- | :------------- | | Supplying Demand, Inc. (d/b/a Liquid Death) | Preferred Shares, Series F-1 | 1/18/2024 | $9,999,996 | | Canva, Inc. | Common Shares | 4/17/2024 | $9,999,948 | | CW Opportunity 2 LP | Membership Interest, Class A | 5/7/2024 | $15,000,000 | | Total | | | $34,999,944 | Investment Exits/Proceeds (Six Months Ended June 30, 2024) | Portfolio Company | Net Proceeds ($) | Realized Gain/(Loss) ($) | | :------------------------------------ | :----------- | :------------------- | | Nextdoor Holdings, Inc. | $215,318 | $(411,151) | | PSQ Holdings, Inc. (d/b/a PublicSquare) - Warrants | $102,998 | $60,067 | | Architect Capital PayJoy SPV, LLC | $10,000,000 | $(6,745) | | True Global Ventures 4 Plus Pte Ltd | $233,019 | $— | | Total | $10,551,335 | $(357,829) | Results of Operations Results of operations significantly improved in Q2 and H1 2025, shifting from net losses to substantial net gains, driven by increased investment appreciation Comparison of the three and six months ended June 30, 2025 and 2024 Financial performance for Q2 and H1 2025 significantly improved in net change in net assets, primarily due to substantial realized and unrealized gains on investments Comparison of the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Investment Income | $167,304 | $1,027,353 | $666,398 | $2,555,444 | | Total Operating Expenses | $3,889,464 | $4,682,978 | $8,050,327 | $9,433,971 | | Net Investment Loss | $(3,722,160) | $(3,655,625) | $(7,383,929) | $(6,878,527) | | Net Realized Gain/(Loss) on Investments | $21,212,611 | $(29,612) | $21,194,660 | $(453,686) | | Net Change in Unrealized Appreciation/(Depreciation) of Investments | $44,837,619 | $(6,965,946) | $47,726,497 | $(25,384,316) | | Net Change in Net Assets Resulting from Operations | $62,328,070 | $(10,651,183) | $61,521,355 | $(32,716,529) | Investment Income Total investment income decreased for Q2 and H1 2025 due to cessation of U.S. Treasury bill interest and reduced interest from other investments - Investment income decreased to $167,304 for Q2 2025 from $1,027,353 for Q2 2024, and to $666,398 for H1 2025 from $2,555,444 for H1 2024[268][269] - Primary drivers of decrease: cessation of interest income from short-term U.S. Treasury bills and reduced interest income from cash[268][269] - Additional decreases from no longer receiving interest income from Architect Capital PayJoy SPV, LLC (redeemed June 2024) and reduced interest accruals from Xgroup Holdings Limited (d/b/a Xpoint)[268][269] - Six-month decrease also impacted by reduced dividend income from Aventine Property Group, Inc. due to a dividend pause, but partially offset by increased dividend income from CW Opportunity 2 LP[268][269] Operating Expenses Total operating expenses decreased for Q2 and H1 2025, mainly due to lower compensation and a prior year tax refund, partially offset by increased professional fees - Total operating expenses decreased to $3,889,464 for Q2 2025 from $4,682,978 for Q2 2024, and to $8,050,327 for H1 2025 from $9,433,971 for H1 2024[270][271] - Main drivers of decrease: lower compensation expense, other expenses, and income tax expense (due to a prior year tax refund)[270][271] - Partially offset by increases in professional fees, interest expense, and directors' fees[270][271] Net Investment Loss Net investment loss remained stable for Q2 2025 but increased for H1 2025, reflecting the combined effect of decreased total investment income and decreased operating expenses - Net investment loss was $3,722,160 for Q2 2025, compared to $3,655,625 for Q2 2024[272] - Net investment loss was $7,383,929 for H1 2025, compared to $6,878,527 for H1 2024[273] Net Realized Gain/(Loss) on Investments The company recognized a substantial net realized gain on investments for Q2 and H1 2025, a significant improvement from prior year losses - Net realized gain on investments was $21,212,611 for Q2 2025, compared to a net realized loss of $29,612 for Q2 2024[274] - Net realized gain on investments was $21,194,660 for H1 2025, compared to a net realized loss of $453,686 for H1 2024[274] Net Change in Unrealized Appreciation/(Depreciation) of Investments The company saw a significant positive shift in net change in unrealized appreciation of investments for Q2 and H1 2025, driven by appreciation in key portfolio companies - Net change in unrealized appreciation was $44,837,619 for Q2 2025, compared to depreciation of $(6,965,946) for Q2 2024[275] - Net change in unrealized appreciation was $47,726,497 for H1 2025, compared to depreciation of $(25,384,316) for H1 2024[278] Significant Changes in Unrealized Appreciation/(Depreciation) (H1 2025) | Portfolio Company | Net Change in Unrealized Appreciation/(Depreciation) ($) | | :------------------------------------ | :------------------------------------------------- | | CW Opportunity 2 LP | $23,101,890 | | Colombier Sponsor II LLC | $18,697,452 | | ARK Type One Deep Ventures Fund LLC | $10,121,217 | | Whoop, Inc. | $7,814,651 | | ServiceTitan, Inc. | $(4,019,480) | | Blink Health, Inc. | $(4,028,046) | Liquidity and Capital Resources Liquidity is from investment sales and offerings; cash and liquid securities totaled $52.4 million as of June 30, 2025, providing ample near-term capital - Primary sources of liquidity are sales of investments and net proceeds from public offerings of equity and debt securities[281] Cash Reserves and Liquid Securities | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------ | :------------ | :---------------- | | Cash | $49,852,801 | $20,035,640 | | Restricted cash | $38,741 | $— | | Securities of publicly traded portfolio companies | $2,504,058 | $17,591,120 | | Total Cash Reserves and Liquid Securities | $52,395,600 | $37,626,760 | - Cash increased to $49,891,542 as of June 30, 2025, from $20,035,640 at the beginning of the year, mainly due to public security sales[285] Contractual Obligations As of June 30, 2025, total contractual payment obligations were $75.1 million, primarily comprising notes and operating lease liabilities Contractual Payment Obligations (in millions) as of June 30, 2025 | Obligation | Total ($) | Less than 1 year ($) | 1–3 years ($) | 3–5 years ($) | More than 5 years ($) | | :-------------------------- | :---- | :--------------- | :-------- | :-------- | :---------------- | | 6.00% Notes due 2026 | $39.7 | $— | $39.7 | $— | $— | | 6.50% Convertible Notes due 2029 | $35.0 | $— | $— | $35.0 | $— | | Operating lease liability | $0.4 | $0.1 | $0.3 | $— | $— | | Total | $75.1 | $0.1 | $40.0 | $35.0 | $— | Share Repurchase Program The discretionary open-market share repurchase program had approximately $25.0 million remaining available as of June 30, 2025, with no shares repurchased in Q2 or H1 2025 or 2024 - Approximately $25.0 million remained available under the Share Repurchase Program as of June 30, 2025[289] - The program is authorized until the earlier of October 31, 2025, or the repurchase of $64.3 million in aggregate common stock[289] Off-Balance Sheet Arrangements The company had no off-balance sheet arrangements as of June 30, 2025, and December 31, 2024 - The company had no off-balance sheet arrangements as of June 30, 2025, and December 31, 2024[291] Equity Issuances and Debt Capital Activities The company has an ATM offering program with $98.8 million available, fully utilized its 6.00% Notes repurchase, and issued an additional $5.0 million in 6.50% Convertible Notes - Approximately $98.8 million in shares remain available for sale under the ATM Program as of June 30, 2025[293] - The $35.0 million Note Repurchase Program for the 6.00% Notes due 2026 was fully utilized with $5.0 million repurchased during the six months ended June 30, 2025[297] - An additional $5.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029 was issued on January 16, 2025, bringing the total issued to $35.0 million[299] Distributions The company's distribution policy focuses on capital gains from equity investments, leading to less consistent, typically annual, and taxable DRIP distributions - Distributions are expected to be less consistent than debt-focused BDCs, with a focus on capital gains from equity investments[308] - Future distributions are intended to be in the form of additional common stock under the DRIP, unless stockholders elect cash[309] - Reinvested distributions are treated as received for U.S. federal income tax purposes, requiring stockholders to pay taxes even without a cash distribution[309] Critical Accounting Estimates and Policies Critical accounting policies involve significant management judgment, especially for Level 3 investment fair value, which is uncertain and can materially impact results - Estimates of fair value for Level 3 investments are critical and involve significant management judgment due to inherent uncertainty[311] - Actual results could differ materially from these estimates, and changes in estimates may occur in the near term[311] Related-Party Transactions Detailed information on related-party transactions is provided in Note 3 to the Condensed Consolidated Financial Statements - Refer to Note 3—Related-Party Arrangements for detailed information[313] Recent Developments Recent developments include portfolio activity and dividend declarations, as detailed in Note 12, and an adjustment to the 6.50% Convertible Notes conversion rate - Refer to Note 12—Subsequent Events for details on portfolio activity from July 1, 2025, through August 6, 2025[314] - A dividend of $0.25 per share was declared on July 3, 2025, payable on July 31, 2025[316] - The conversion rate of the 6.50% Convertible Notes due 2029 was adjusted to $7.53 per share, effective July 21, 2025, due to the cash dividend[317] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section outlines market risks, including valuation risk from illiquid investments and potential impacts of interest rate changes, emphasizing judgment in fair value determinations Market Risk Equity investments in illiquid growth companies are highly susceptible to market disruptions and capital market instability, which can significantly impact their valuation - Equity investments are primarily in illiquid growth companies with short operating histories[318] - Market disruptions and instability can significantly impact the price received for these companies in private transactions and their valuation[318] Valuation Risk Valuation risk stems from inherent uncertainty in determining fair value for investments without market quotations, requiring significant judgment - Investments without readily available market quotations are valued at fair value as determined in good faith by the Board of Directors, involving significant judgment[319] - Estimated values may differ significantly from values if a ready market existed, and realized gains/losses could materially differ from current unrealized appreciation/depreciation[319] Interest Rate Risk While equity-focused, the portfolio is not directly impacted by interest rate fluctuations, but changes could affect portfolio companies; all debt bears fixed rates - Fluctuations in interest rates are not expected to directly impact returns on equity-focused portfolio investments[320] - All debt investments and outstanding borrowings bore fixed rates of interest as of June 30, 2025[320] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2025, ensuring timely and accurate financial reporting, with no material changes in internal control Evaluation of Disclosure Controls and Procedures The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance for timely and accurate information disclosure - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[321] - Management acknowledges that controls provide only reasonable assurance and require judgment in evaluating cost-benefit[321] Changes in Internal Control Over Financial Reporting There were no material changes in the company's internal control over financial reporting during the quarter ended June 30, 2025 - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[322] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, equity sales, and other disclosures Item 1. Legal Proceedings The company is not currently subject to any material legal proceedings, nor are any material legal proceedings threatened against it - The company is not currently subject to any material legal proceedings[325] - Any future legal or regulatory proceedings are not expected to have a material effect on financial condition or results of operations[325] Item 1A. Risk Factors Investing in the company's securities involves significant risks detailed in the annual report on Form 10-K, with no material changes since its filing - Investors should carefully consider the risk factors discussed in the annual report on Form 10-K for the fiscal year ended December 31, 2024[326] - No material changes to the risk factors have occurred since the annual report filing[326] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company did not sell any unregistered equity securities, and no common stock was repurchased under the Share Repurchase Program in H1 2025, with $25.0 million remaining - No equity securities were sold that were not registered under the Securities Act of 1933 during the period[327] Issuer Purchases of Equity Securities (Six Months Ended June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share ($) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Share Repurchase Program ($) | | :------------------------------------ | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------------- | :------------------------------------------------------------------------------------------ | | January 1 through June 30, 2025 | — | $— | — | $25,000,000 | - The Share Repurchase Program has approximately $25.0 million remaining available for purchase as of June 30, 2025[328] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - There were no defaults upon senior securities[329] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable[330] Item 5. Other Information No other material information is reported under this item; the company has adopted insider trading policies and procedures for compliance - No director or officer entered into any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the period[332] - The company has adopted insider trading policies and procedures to promote compliance with insider trading laws[333] Item 6. Exhibits This section lists all exhibits filed as part of the report or incorporated by reference, including articles of amendment, indentures, employment agreements, and certifications - Exhibits include Articles of Amendment and Restatement, Bylaws, Base Indenture, Second Supplemental Indenture, Form of 6.00% Notes due 2026, Description of Securities[335] - Also includes Amendment No. 2 to Employment Agreement for Mark Klein, Amendment No. 3 to Employment Agreement for Allison Green, and Certifications of CEO and CFO (31.1, 31.2, 32.1, 32.2)[335] Signatures The report is duly signed by Mark D. Klein, Chairman, President and CEO, and Allison Green, CFO, on behalf of SuRo Capital Corp. on August 7, 2025 - The report was signed by Mark D. Klein, Chairman, President and Chief Executive Officer, and Allison Green, Chief Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary, on August 7, 2025[338][339]