Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 28, 2023

SURO CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Maryland	1-35156	27-4443543
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

640 Fifth Avenue

12th Floor

New York, NY 10019

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 931-6331

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading symbol:	Name of each exchange on which registered:
Common Stock, par value $0.01 per share	SSSS	Nasdaq Global Select Market
6.00% Notes due 2026	SSSSL	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01.

Entry Into a Material Definitive Agreement.

On and effective November 28, 2023, SuRo Capital Corp. (the “Company”) entered into Amendment No. 1 to the Second Amended and Restated Employment Agreement with Mark D. Klein, the Company’s Chairman, Chief Executive Officer and President (the “Klein Amendment”), and Amendment No. 2 to the Second Amended and Restated Employment Agreement with Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary (the “Green Amendment,” and together with the Klein Amendment, the “Amendments”). Certain material terms of the Second Amended Employment Agreements are described below in Item 5.02, which descriptions are incorporated by reference into this Item 1.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)            On and effective November 28, 2023, the Company entered into the Amendments with Mr. Klein and Ms. Green. The Amendments modified the terms of the Second Amended and Restated Employment Agreements of each of Mr. Klein and Ms. Green, dated April 26, 2021 (such agreements, collectively and as previously amended for Ms. Green, the “Prior Employment Agreements”), to extend the terms of each by two years to December 31, 2026. Other than this term extension, no other terms of the Prior Employment Agreements have changed. For a description of the material terms of the Prior Employment Agreements, please refer to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 28, 2021 and the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2021.

The description above is qualified in its entirety by reference to the copies of the Klein Amendment and Green Amendment, which will be filed as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 29, 2023	SURO CAPITAL CORP.


	By:	/s/ Allison Green
		Allison Green Chief Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary

Cover	Nov. 28, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 28, 2023
Entity File Number	1-35156
Entity Registrant Name	SURO CAPITAL CORP.
Entity Central Index Key	0001509470
Entity Tax Identification Number	27-4443543
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	640 Fifth Avenue
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	931-6331
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.01 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SSSS
Security Exchange Name	NASDAQ
6.00% Notes due 2026
Document Information [Line Items]
Title of 12(b) Security	6.00% Notes due 2026
Trading Symbol	SSSSL
Security Exchange Name	NASDAQ