Form 8-K

8-K — SURO CAPITAL CORP.

Accession: 0001493152-26-015439

Filed: 2026-04-07

Period: 2026-04-07

CIK: 0001509470

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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):

April

7, 2026

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 ☐

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

2.02.

Results

of Operations and Financial Condition.

April 7, 2026, SuRo Capital Corp. (“SuRo Capital” or the “Company”) issued a press release containing preliminary

estimates of its results for the first quarter ended March 31, 2026 (the “Press Release”). A copy of the Press Release is

included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

The

information disclosed under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being “furnished”

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or

other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act,

except as otherwise expressly stated in any such filing.

Item

8.01.

Other

Events.

Preliminary

Estimates and Investment Portfolio Update

April 7, 2026, the Company disclosed the following information in the Press Release.

Investment

Portfolio Update

of March 31, 2026, SuRo Capital’s net asset value is estimated to be between $14.00 and $14.50 per share.

of March 31, 2026, the Company held positions in 36 portfolio companies – 33 privately held and 3 publicly held, some of which

may be subject to certain restrictions and/or lock-up provisions.

During

the three months ended March 31, 2026, the Company made the following investment:

Portfolio Company

Investment

Transaction Date

Amount(1)

Magnetar Opportunity 2025-4 LP(2)

Class A Interest

1/2/2026

$ 5.0

million

(1)

Amount

invested does not include capitalized costs or prepaid expenses, if applicable.

(2)

Magnetar

Opportunity 2025-4 LP is a special purpose vehicle invested in TensorWave, Inc. On December 31, 2025, SuRo Capital committed up to

$20.0 million to Magnetar Opportunity 2025-4 LP. As of March 31, 2026, $5.0 million of the $20.0 million capital commitment to Magnetar

Opportunity 2025-4 LP had been funded. The remaining commitment of up to $15.0 million is subject to the satisfaction of certain

conditions.

During

the three months ended March 31, 2026, the Company sold or received proceeds from the following investments:

Portfolio Company

Transaction

Date

Quantity /

Initial Capital

Average Net

Share Price(1)

Net Proceeds

Realized Gain

GrabAGun Digital Holdings Inc. - Common Shares(2)

Various

440,246

$ 3.08

$ 1.4 million

$ 0.9 million

True Global Ventures 4 Plus Pte Ltd

3/5/2026

12.3 %

—

$ 0.2 million

$ —

(1)

The

average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

(2)

of March 31, 2026, SuRo Capital holds 599,754 shares of GrabAGun Digital Holdings, Inc.

SuRo

Capital’s liquid assets were approximately $46.0 million as of March 31, 2026, consisting of cash and securities of publicly traded

portfolio companies at quarter-end.

As of March 31, 2026, there were 25,387,393 shares of the Company’s common stock outstanding.

Preliminary

Estimates and Guidance

The

preliminary financial estimates provided herein are unaudited and have been prepared by, and are the responsibility of, the management

of the Company. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have

audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial data included herein. Actual results

may differ materially.

The

Company expects to announce its first quarter ended March 31, 2026 results in May 2026.

Proposal

to Externalize SuRo Capital’s Management Structure in a Joint Venture with Magnetar Holdings LLC

April 2, 2026, the Board of Directors of SuRo Capital (the “Board”), including all of the directors who are not “interested

persons” of the Company, as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940

Act”) (each, an “Independent Director”), unanimously approved the Company’s transition from an internally managed

business development company (“BDC”) to an externally managed structure (the “Externalization”). The Board also

approved the related investment advisory agreement (the “Advisory Agreement”) with Neostellar Advisors LLC (the “Adviser”),

an entity jointly owned by certain current employees of SuRo Capital and by Magnetar Holdings LLC (the “Magnetar JV Entity”),

pursuant to which the Adviser would be appointed as the investment adviser of SuRo Capital. The Magnetar JV Entity is part of

a multi-strategy, multi-product alternative investment platform founded in 2005 with approximately $17.8 billion in assets under management

as of December 31, 2025, approximately 224 professionals as of March 31, 2026, and offices in Evanston, Illinois (headquarters),

New York, London, Menlo Park, and Austin (collectively, “Magnetar”). Entry into the Advisory Agreement effectuating the

Externalization is subject to approval by the SuRo Capital stockholders.

the Company’s stockholders do not approve the Advisory Agreement, the Company will continue its operations as an internally managed

BDC. For the avoidance of doubt, the Company is not being sold. If the Externalization occurs, the Company’s stockholders immediately

prior to the Externalization will be the Company’s stockholders immediately following the Externalization and will hold the same

number of shares of the Company’s common stock as they did prior to the Externalization.

The

key terms of the Externalization and the Advisory Agreement include:

● No

Incentive Fee on Pre-Existing Portfolio — Under the Advisory Agreement, the Adviser would not be paid an incentive fee on any

realized gains attributable to the Company’s existing portfolio. Any such realized gains will inure to the benefit of the Company’s

stockholders.

● Expected

Annual Cost Savings — Based on the Board’s analysis, the Externalization

is expected to result in annual expense savings of approximately 0.77% of average total assets

compared to the current internal management structure. See “Comparison of Fiscal Year 2025

Operating Expenses and Pro Forma Operating Expenses Under Advisory Agreement and Administration

Agreement” below.

● Magnetar’s

$20 Million Capital Commitment — In connection with the Externalization, Magnetar

will agree to invest $20,000,000 in the Company, the form of which will depend on certain

factors.

● Competitive

Fee Structure — The Board noted that the proposed base management fee of 1.75%

of the Company’s gross assets is

competitive with fees charged by comparable BDCs and is below the median fee charged by private

market venture and technology funds. In addition, the fact that the Company will not pay

any incentive fees on existing investments has the potential to be highly accretive to stockholders.

● Management

Continuity — The Company’s current investment team, including Mark D. Klein

(Chairman, CEO and President) and Allison Green (CFO, Treasurer and Corporate Secretary),

will remain in their current capacities but will be employed by the Adviser rather than the

Company following the Externalization.

Background

and Purpose of the Externalization

SuRo

Capital Corp. was incorporated in Maryland on January 6, 2011, and commenced operations upon the completion of its initial public offering

in May 2011. The Company elected to be regulated as a BDC at that time and continues to be regulated

as a BDC. The Company was originally externally

managed, but in March 2019, the Board approved the internalization of the Company’s management functions, and since that time the

Company has operated as an internally managed, non-diversified closed-end management investment company. The Company’s investment

objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments,

and to a lesser extent, income from debt investments.

Although

the 2019 internalization achieved certain benefits for the Company and its stockholders, the Board and management have observed that

the internal management structure has also presented certain challenges and potential limitations, including (i) scale and resource constraints

that limit the Company’s ability to access certain investment opportunities, maintaining

a broader team of investment professionals, and achieving

operating expense efficiencies; (ii) investment sourcing limitations

arising from the Company’s relatively small team; and (iii) key person risk resulting from the Company’s substantial dependence

on the continued service of its executive officers. Beginning on January 26, 2026, the Board commenced a comprehensive review of the

benefits of continuing to operate as an internally managed BDC, versus externalizing the Company’s management functions

through a partnership with a larger asset management platform. The Board and the Company’s management believe that it is advisable

to change from an internal management structure to an external management structure, and that the Advisory Agreement is advisable and

in the best interests of the Company and its stockholders.

About

Magnetar

is a multi-strategy, multi-product alternative investment platform founded in 2005 with approximately $17.8 billion in assets under management

as of December 31, 2025. Magnetar has a 20-year track record and operates investment platforms across alternative credit and fixed income,

quantitative investing, and ventures strategies. Magnetar has extensive resources throughout its fully integrated platform, with deep

expertise in investment, financial, legal, operational, and technology functions, supported by teams in Evanston (headquarters), New

York, London, Menlo Park, and Austin. Collectively, the Magnetar platform has deployed over $4

billion in total initial invested capital in venture-backed

artificial intelligence ecosystem, technology, and technology-enabled companies. A key distinguishing characteristic of the Magnetar

approach is its willingness to provide strategic direction and high-level guidance in the

decisions of its portfolio companies. Magnetar has a particular

expertise in investing in capital-intensive businesses, including financial and operational expertise

in reducing companies’ cost of capital, managing balance sheets and structuring transactions.

Magnetar’s experience with hardware-oriented and capital-intensive technology businesses is particularly well-suited to the Company’s

current and anticipated portfolio composition. The Board also believes that Magnetar has the breadth

and scale to potentially introduce new customer

relationships to portfolio companies, which may assist in driving top-line revenue growth.

The

Company’s investment activity is expected to benefit in particular from its relationship with Magnetar’s ventures strategy

platform (the “Magnetar Ventures Team”). The Magnetar Ventures Team enthusiastically supports the Company’s current

investment strategy of investing principally in the equity securities of rapidly growing venture capital-backed emerging companies. Certain

of the Magnetar Ventures Team’s investment professionals will be added to the Company’s Investment Committee, enhancing the

Company’s access to investment sourcing and due diligence capabilities. The Board believes that the Company will benefit from the

involvement of certain investment professionals of the Magnetar Ventures Team who are expected to provide the Adviser with additional

resources in origination, due diligence and portfolio monitoring. The Board also noted that the competitive environment has changed,

with a number of external asset managers now sponsoring BDCs. Because of their external management structure, these managers can offer

a wider variety of resources and capabilities to prospective portfolio companies than a single purpose internally managed BDC such as

the Company. In addition, the Board believes that external managers affiliated with larger platforms, such as Magnetar, have greater

access to investment sourcing and due diligence which could enhance the value of the Company’s

portfolio in the future and result in economies of scale and potential savings as the Company's assets increase.

This

new relationship builds upon pre-existing multi-year, multi-industry relationships cultivated through previous collaborations

between the Company and Magnetar. The Company has previously invested indirectly in portfolio companies such as CoreWeave and TensorWave

through co-investment vehicles sponsored and managed by Magnetar. The Board believes that, over the longer term, the Company will benefit

from its relationship with Magnetar, which may result in increased deal flow and access to co-investment opportunities.

Investment

By Magnetar

connection with the approval of the Advisory Agreement by the SuRo Capital stockholders and the resultant

Externalization, an affiliate of the Magnetar JV Entity will

agree to invest $20,000,000 in the Company (the “Magnetar Investment”), demonstrating Magnetar’s confidence in the

Company’s investment strategy and alignment of interests with the Company’s stockholders. The form of the Magnetar Investment

will depend on the occurrence of certain events. Subject to certain exceptions, if, prior to the Externalization, the Company issues

shares of its common stock to third parties for cash proceeds of at least $230,000,000 (the “Qualified Fundraising”), then

the Magnetar Investment would occur contemporaneously with the Qualified Fundraising and would be in the form of a purchase of the Company’s

common stock. If the Qualified Fundraising does not occur prior to the Externalization, then the Magnetar Investment would occur contemporaneously

with the Externalization in the form of a convertible promissory note (the “Note”) issued to Magnetar by the Company. The

Note would be automatically convertible into shares of the Company’s common stock in connection with any subsequent Qualified Fundraising.

If the Qualified Fundraising does not occur within three years of the Externalization, the Company would be obligated to repay to Magnetar

all outstanding principal and interest under the Note. Further details regarding the Magnetar Investment will be described in the proxy

statement to be filed with the SEC.

Terms

of the Advisory Agreement and the Administration Agreement

The

Adviser is a newly formed entity jointly owned by certain current employees of the Company and by the Magnetar JV Entity. Subject to

the overall supervision of the Board, the Adviser will be responsible for managing the Company’s business and activities, including

sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring the Company’s

investments, providing personnel and significant managerial assistance as needed to portfolio companies, and monitoring the Company’s

portfolio companies on an ongoing basis through a team of investment professionals.

Under

the Advisory Agreement, the Company would pay the Adviser a fee for its investment advisory and management services consisting of two

components: (i) a base management fee (the “Base Management Fee”) and (ii) an incentive fee (the “Incentive Fee”).

The Base Management Fee under the Advisory Agreement shall be calculated at an annual rate of 1.75% of the Company’s gross assets,

payable monthly in arrears, and will be calculated based on the average value of the Company’s gross assets at the end of the two

most recently completed calendar quarters, and appropriately adjusted for any equity or debt capital raises, repurchases or redemptions

during the current calendar quarter. The Incentive Fee payable under the Advisory Agreement will consist of two parts: (1) a portion

based on the Company’s Pre-Incentive Fee Net Investment Income (the “Income-Based Fee”), payable quarterly, equal to

20.00% of income exceeding an annualized hurdle rate of 7.00%, subject to a “catch-up” feature, and (2) a portion based on

the Company’s realized capital gains on eligible investments, calculated on an investment-by-investment basis, equal to 20.00%

of realized capital gains subject to a non-compounded preferred return of 7.00% per year (the “Capital Gains Fee”). Subject

to the approval of the Advisory Agreement by the Company’s stockholders, the Advisory Agreement is expected to have an effective

date of July 1, 2026.

Importantly,

no Incentive Fee will be payable with respect to the Company’s existing portfolio of investments. Investments held by the Company

prior to the effective date of the Advisory Agreement (“Pre-Existing Investments”) shall not constitute Eligible Investments

and shall be excluded entirely from any Incentive Fee calculation. Pre-Existing Investments shall not be included in any cumulative,

“high-water mark,” or similar netting calculation used to determine the Capital Gains Fee or any other component of the Incentive

Fee.

The

Advisory Agreement will remain in effect for two years after the date it is signed. Thereafter, it will continue to renew automatically

for successive annual periods so long as such continuance is specifically approved at least annually by: (i) the vote of the Board, or

by the vote of stockholders holding a majority of the outstanding voting securities of the Company; and (ii) the vote of a majority of

the Company’s Independent Directors, in either case, in accordance with the requirements of the 1940 Act. The Advisory Agreement

may be terminated at any time, without the payment of any penalty, upon sixty (60) days’ written notice, by: (a) vote of a majority

of the Board or by vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act); or (b) the Adviser.

Furthermore, the Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined

for purposes of Section 15(a)(4) of the 1940 Act).

Upon

effectiveness of the Advisory Agreement, the Company will enter into an administration agreement (the “Administration Agreement”)

with Neostellar Administrative Services LLC, an affiliate of the Adviser (the “Administrator”). Under the terms of the Administration

Agreement, the Administrator has agreed to perform (or oversee, or arrange for, the performance of) the administrative services necessary

for the operation of the Company. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator

in performing its obligations and providing personnel and facilities under the Administration Agreement, including the Company’s

allocable portion of overhead (such as rent, technology systems, insurance, and the compensation of the Administrator’s personnel

and related expenses). The Advisory Agreement provides that, absent criminal conduct, willful misfeasance, bad faith or gross negligence

in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser and its officers,

managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser are entitled

to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and

amounts reasonably paid in settlement) incurred in any pending, threatened or completed action, suit, investigation or other proceeding

arising out of the Adviser’s duties under the Advisory Agreement. The foregoing descriptions of the Advisory Agreement and the

Administration Agreement are summaries only and are qualified in their entirety by reference to the full text of those agreements, which

will be filed as exhibits to a proxy statement on Schedule 14A (the “Proxy Statement”) to be filed with the SEC.

Comparison

of Fiscal Year 2025 Operating Expenses and Pro Forma Operating Expenses Under Advisory Agreement and Administration Agreement

The

table below compares the compensation expenses and general and administrative expenses (“Compensation Expenses”) incurred

by the Company as an internally managed BDC in the year ended December 31, 2025, to the pro forma annual advisory fees and administrative

expenses calculated as if the Advisory Agreement and Administration Agreement had been in place for the year ended December 31, 2025.

Annual Compensation Expenses, General and Administrative Expense, and Advisory Fees

(as a percentage of total assets)

Existing Internally

Managed Cost

Structure(1)

New Advisory

Agreement and

Administration

Agreement

Difference

Compensation Expenses

3.43 %

—

(3.43 )%

General and Administrative Expenses

1.55 %

2.46 %(2)

0.91 %

Base Management Fee

—

1.75 %

Incentive Fees

—

0.00 %(3)

0.00 %

Total(4)

4.98 %

4.21 %

(0.77 )%

(1) Assumes

approximately $257.3 million in average total assets, calculated based on quarterly total

assets as reported in the Company’s 2025 Quarterly and Annual Reports on Forms 10-Q

and 10-K, respectively.

(2) Includes

an overhead allocation related to the compensation of the CEO, CFO and financial operations

team, which under the internally managed structure is included within Compensation Expenses

and under the Administration Agreement is included within fund expenses.

(3) Under

the Advisory Agreement, Incentive Fees are calculated solely with respect to “Eligible

Investments,” which are defined as investments made by the Company on or after the

effective date of the Advisory Agreement. The Company’s existing portfolio of investments,

which pre-dates the Advisory Agreement, is excluded entirely from the Incentive Fee calculation.

Accordingly, no Incentive Fees will be payable on the Pre-Incentive Fee Net Investment Income

or capital gains attributable to the Company’s existing portfolio.

(4) The

comparison above is based on the Company’s operating expenses for the fiscal year ended

December 31, 2025 and the estimated pro forma operating expenses under the Advisory Agreement

and Administration Agreement. Based on this analysis, the externalization is expected to

result in annual expense savings of approximately 0.77% of average total assets compared

to the current internal management structure. Actual savings,

if any, may

vary based on the Company’s actual asset levels, overhead allocation, and other factors.

Compensation

of Management

recognition of the Company’s continued overall performance, including the Company’s management team’s achievement of

a total stockholder return of 69% in 2025 (including distributions), calculated from the closing share price on the last trading day

of fiscal year 2024 to the closing price on the last trading day of fiscal year 2025, the Company’s Compensation Committee held

several meetings to discuss the appropriate compensation that the Company should pay to the Company’s management team in light

of the management team’s leadership, execution, and contributions to the Company’s growth and positioning. In doing so, the

Compensation Committee considered the management team’s role in overseeing and enhancing the Company’s existing investment

portfolio, advancing the Externalization, attracting a partner of Magnetar’s caliber, and undertaking the significant work necessary

to position the Company for continued growth. The Compensation Committee also considered the benefits of the proposed Advisory Agreement

and the broader strategic value expected to result from the Externalization for the Company and its stockholders.

Based

on the foregoing, at a meeting held April 2, 2026, the Compensation Committee approved the following:

● a

grant of 350,000 restricted shares (with any aggregate income tax liability to be paid by the Company) to Mark D. Klein, the Company’s Chairman,

President and Chief Executive Officer;

● a

grant of 60,000 restricted shares (with any aggregate income tax liability to be paid by the Company) to Allison Green, the Company’s Chief

Financial Officer, Treasurer and Corporate Secretary;

● a

cash bonus of $850,000 to Mark D. Klein; and

● a

cash bonus of $500,000 to Allison Green.

The

foregoing compensation will be paid only if the Advisory Agreement Proposal is approved by the Company’s shareholders. With

respect to the compensation value of the restricted shares, such shares will have a value equal to the number of restricted shares

granted, multiplied by the closing price per share of the Company’s Common Stock on the date that such restricted shares vest.

In summary, the total compensation paid to Mr. Klein and Ms. Green will include the value of the restricted shares granted to each of

them, the total amount of the tax liability attributable to such restricted shares paid by the Company on their behalf, and their respective

cash bonuses.

The

1940 Act generally does not permit externally managed investment companies and BDCs to issue or have outstanding options or restricted

stock granted to directors and employees, except under limited circumstances. On a date following the approval by the stockholders of

the Advisory Agreement and before the date on which the Advisory Agreement becomes effective, each Company Restricted Share outstanding,

including the grants of restricted shares noted above, shall become fully vested. However, each such Company Restricted Share will be

subject to a lock-up agreement between the Company and the holder of such Company Restricted Share that will tie to its original vesting

schedule. The Company Restricted Shares generally vest ratably over three years from the grant date, and all underlying shares are entitled

to dividends and voting rights beginning on the grant date. Each of Mark Klein and Allison Green will enter into lock-up agreements

that will restrict their ability to sell any shares of the Company’s Common Stock received in connection with a grant of any Company

Restricted Shares.

Impact

on Stockholders

The

Company is not being sold. If the Externalization occurs, the Company’s stockholders immediately prior to the Externalization will

be the Company’s stockholders immediately following the Externalization and will hold the same number of shares of the Company’s

common stock. The Company’s common stock will continue to be listed on the Nasdaq Global Select Market. In addition, the Company

previously elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”),

and that election will remain in effect for the current fiscal year. In connection with the Externalization, the Company’s name

will change to Neostellar Capital Corp. Neither the Company nor its stockholders are expected to recognize income or gain in connection

with the Externalization for U.S. federal income tax purposes. The Board believes that the positive factors of the Externalization, including

the anticipated expense savings, access to enhanced investment sourcing and due diligence capabilities, and the preservation of all realized

gains on the existing portfolio for the benefit of stockholders, outweigh the benefits of remaining an internally managed BDC.

Interests

of Persons Related to the Company

considering the recommendation of the Board, Company stockholders should be aware that the Company’s executive officers and directors

may have interests in the Externalization that are different from, or in addition to, those of Company stockholders generally. Following

approval by the stockholders of the Advisory Agreement, each restricted share of the Company outstanding and not previously forfeited

under the Company’s Second Amended and Restated 2019 Equity Incentive Plan shall become fully vested. However, each such restricted

share will be subject to a lock-up agreement between the Company and the holder that will tie to its original vesting schedule. In addition,

the Company’s current investment team, including Mr. Klein and Ms. Green, will be employed by the Adviser rather than the Company

following the Externalization. Further information regarding these interests will be included in the Proxy Statement.

Required

Vote

Approval

of the Advisory Agreement requires the affirmative vote of the holders of a “majority of the outstanding voting securities”

entitled to vote at a special meeting of the Company’s stockholders (the “Special Meeting”). Under the 1940 Act, a

“majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the shares

of the Company present or represented by proxy at the Special Meeting if the holders of more than 50% of the outstanding shares are present

or represented by proxy at the Special Meeting or (b) more than 50% of the outstanding shares of the Company.

Additional

Information and Where to Find It

connection with the proposed Externalization, the Company plans to file the Proxy Statement with the SEC and mail it to its stockholders.

The Proxy Statement will contain important information about the Company, Magnetar, the proposed Externalization and related matters.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND

IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MAGNETAR, THE PROPOSED EXTERNALIZATION

AND RELATED MATTERS. Investors and security holders will be able to obtain the Proxy Statement and other documents filed with the SEC

by the Company, free of charge, from the SEC’s web site at www.sec.gov and from the Company’s web site at https://investors.surocap.com/financial-information/sec-filings.

Investors and security holders may also obtain free copies of the Proxy Statement and other documents filed with the SEC from the Company

by calling Investor Relations at (212) 931-6331.

Forward-Looking

Statements

included herein, including statements regarding the Company’s beliefs, expectations, intentions, or strategies for the future,

may constitute “forward-looking statements.” The Company cautions that any forward-looking statements are not guarantees

of future performance and that actual results or developments may differ materially from those projected or implied in these statements.

All forward-looking statements involve a number of risks and uncertainties, including the impact of any market volatility that may be

detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ

materially from the plans, intentions, and expectations reflected in or suggested by the forward-looking statements. With respect to

the Externalization, these risks and uncertainties include, but are not limited to: the ability to obtain the required stockholder approval;

the ability to retain key personnel; the ability to realize the anticipated benefits of the Externalization; and the impact of the Externalization

on the Company’s business, financial condition, and results of operations. Risk factors, cautionary statements, and other conditions

which could cause the Company’s actual results to differ from management’s current expectations, are contained in the Company’s

filings with the Securities and Exchange Commission, including the Proxy Statement when filed. The Company undertakes no obligation to

update any forward-looking statement to reflect events or circumstances that may arise after the date of this Current Report on Form

8-K.

Item

9.01.

Financial

Statements and Exhibits.

Exhibit

No.

Description

Exhibit

99.1

Press Release dated April 7, 2026*

Exhibit

104

Cover

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The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of

this Current Report on Form 8-K.

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:

April 7, 2026

SURO

CAPITAL CORP.

By:

/s/

Allison Green

Allison

Green

Chief

Financial Officer, Treasurer and

Corporate

Secretary

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

SuRo

Capital Corp. Announces Plan to Transition to Externally Managed Structure

First Quarter 2026 Preliminary Investment Portfolio Update

Board

Approves Joint Venture with Magnetar to Serve as New Investment Adviser

Net

Asset Value Anticipated to be $14.00 to $14.50 Per Share

NEW

YORK, NY, April 7, 2026 (GLOBE NEWSWIRE) – SuRo Capital Corp. (“SuRo Capital”, the “Company”, “we”,

“us”, and “our”) (Nasdaq: SSSS) today announced that its Board of Directors approved a proposal

to transition from an internally managed business development company (“BDC”) to an external management structure. Neostellar

Advisors LLC, a joint venture established by SuRo Capital with Magnetar, a multi-strategy alternative investment platform, will serve

as investment adviser of the BDC, subject to stockholder approval.

Additionally, SuRo Capital provided a preliminary update on its

investment portfolio for the first quarter ended March 31, 2026.

“We

are pleased to announce a joint venture with Magnetar to form a new external investment adviser. In connection with this

partnership, our Board of Directors has approved the externalization of our management structure, which we believe will enhance our ability

to create long-term shareholder value through a strong strategic relationship and a streamlined fee structure,” said Mark Klein,

Chairman and Chief Executive Officer of SuRo Capital.

“We

have partnered with and invested alongside Magnetar in the past and are excited to expand that relationship in a more formal way.

Magnetar brings significant scale with approximately $18 billion in assets under management, more than 20 years of

investment experience, and a strong track record of investments in differentiated venture-backed artificial intelligence ecosystem,

technology, and technology-enabled companies. We believe Magnetar’s expertise, particularly within the AI infrastructure ecosystem,

will strengthen our ability to identify attractive investment opportunities, deepen our insight into emerging technology trends, and

further enhance our successful long-standing investment strategy.”

Mr.

Klein continued, “As previewed on our last earnings call, we currently anticipate SuRo Capital’s net asset value as of March

31, 2026 to be between $14.00 and $14.50 per share. This substantial appreciation from year-end 2025 underscores the continued strength

of several of our largest positions, including OpenAI’s recently announced financing and WHOOP’s announced Series G financing

at a $10.1 billion valuation. Together, these developments reinforce both the scale of demand we are seeing and the continued maturation

of several notable pre-IPO businesses within our portfolio.”

“Looking

ahead, we are encouraged by the momentum across our portfolio and by the opportunities created through our proposed relationship

with Magnetar. We believe this relationship enhances our investment capabilities, expands our access to high-quality private companies,

and supports our disciplined approach to long-term shareholder value creation. We remain committed to transparency, thoughtful capital

allocation, and delivering strong outcomes for our shareholders,” Mr. Klein concluded.

previously reported, SuRo Capital’s net assets totaled approximately $205.3 million, or $8.09 per share, at December 31, 2025,

and approximately $156.8 million, or $6.66 per share, at March 31, 2025. As of March 31, 2026, SuRo Capital’s net asset value is

estimated to be between $14.00 and $14.50 per share.

Page

2 of 3

Externalization

April 2, 2026, SuRo Capital’s Board of Directors, including all of its independent directors, unanimously approved a proposal to

transition from an internally managed BDC to an externally managed structure through a new investment advisory agreement with

Neostellar Advisors LLC, an entity jointly owned by certain current SuRo Capital employees and Magnetar Holdings LLC, which is affiliated

with Magnetar’s multi-strategy alternative investment platform. The externalization is expected to provide access to enhanced

investment sourcing and due diligence capabilities through Magnetar’s fully integrated platform, preserve all realized gains on

the Company’s existing portfolio for the benefit of stockholders through the exclusion of pre-existing investments from any incentive

fee calculations, and result in annual expense savings. In connection with the externalization, an affiliate of the Magnetar management

company will make an investment in the Company, and the Company’s current management team, including Mark D. Klein and Allison

Green, will continue in their current capacities. The externalization is subject to stockholder approval, and additional details are

set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 7, 2026.

Investment

Portfolio Update

of March 31, 2026, SuRo Capital held positions in 36 portfolio companies – 33 privately held and 3 publicly held.

During

the three months ended March 31, 2026, SuRo Capital made the following investment:

Portfolio

Company

Investment

Transaction

Date

Amount(1)

Magnetar Opportunity 2025-4

LP(2)

Class A Interest

1/2/2026

$ 5.0 million

(1) Amount

invested does not include capitalized costs or prepaid expenses, if applicable.

(2) Magnetar

Opportunity 2025-4 LP is a special purpose vehicle invested in TensorWave, Inc. On December

31, 2025, SuRo Capital committed up to $20.0 million to Magnetar Opportunity 2025-4 LP. As

of March 31, 2026, $5.0 million of the $20.0 million capital commitment to Magnetar Opportunity

2025-4 LP had been funded. The remaining commitment of up to $15.0 million is subject to

the satisfaction of certain conditions.

During

the three months ended March 31, 2026, SuRo Capital exited and/or received proceeds from the following investments:

Portfolio

Company

Transaction

Date

Quantity/

Initial

Capital

Average

Net Share Price(1)

Net

Proceeds

Realized

Gain

GrabAGun Digital

Holdings Inc. - Common Shares(2)

Various

440,246

$ 3.08

$ 1.4

million

$ 0.9

million

True Global Ventures 4 Plus Pte Ltd

3/5/2026

12.3 %

—

$ 0.2

million

$ —

(1) The

average net share price is the net share price realized after deducting all commissions and

fees on the sale(s), if applicable.

(2) As

of March 31, 2026, SuRo Capital holds 599,754 shares of GrabAGun Digital Holdings, Inc.

SuRo

Capital’s liquid assets were approximately $46.0 million as of March 31, 2026, consisting of cash and securities of publicly traded

portfolio companies at quarter-end.

of March 31, 2026, there were 25,387,393 shares of the Company’s common stock outstanding.

Preliminary

Estimates and Guidance

The

preliminary financial estimates provided herein are unaudited and have been prepared by, and are the responsibility of, the management

of SuRo Capital. Neither our independent registered public accounting firm, nor any other independent accountants, have audited, reviewed,

compiled, or performed any procedures with respect to the preliminary financial data included herein. Actual results may differ materially.

The

Company expects to announce its first quarter ended March 31, 2026 results in May 2026.

Page

3 of 3

Forward-Looking

Statements

included herein, including statements regarding SuRo Capital’s beliefs, expectations, intentions, or strategies for the future,

may constitute “forward-looking statements”. SuRo Capital cautions you that forward-looking statements are not guarantees

of future performance and that actual results or developments may differ materially from those projected or implied in these statements.

All forward-looking statements involve a number of risks and uncertainties, including the impact of any market volatility that may be

detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ

materially from the plans, intentions, and expectations reflected in or suggested by the forward-looking statements. With respect to

the externalization, these risks and uncertainties include, but are not limited to: the ability to obtain the required stockholder approval;

the ability to retain key personnel; the ability to realize the anticipated benefits of the externalization; and the impact of the externalization

on the Company’s business, financial condition, and results of operations. Risk factors, cautionary statements, and other conditions

which could cause SuRo Capital’s actual results to differ from management’s current expectations are contained in SuRo Capital’s

filings with the Securities and Exchange Commission. SuRo Capital undertakes no obligation to update any forward-looking statement to

reflect events or circumstances that may arise after the date of this press release.

This

press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of SuRo Capital. The information

contained herein is for informational purposes only and is not intended to be a substitute for financial, legal, or tax advice.

About

SuRo Capital Corp.

SuRo

Capital Corp. (Nasdaq: SSSS) is a publicly traded investment fund that seeks to invest in high-growth, venture-backed private

companies. The fund seeks to create a portfolio of high-growth emerging private companies via a repeatable and disciplined investment

approach, as well as to provide investors with access to such companies through its publicly traded common stock. Since inception, SuRo

Capital has served as the public’s gateway to venture capital, offering unique access to some of the world’s most innovative

and sought-after private companies before they become publicly traded. SuRo Capital’s diverse portfolio encompasses high-growth

sectors including AI infrastructure, emerging consumer brands, and cutting-edge software solutions for both consumer and enterprise markets,

among others. SuRo Capital is headquartered in New York, NY and has an office in San Francisco, CA. Connect with the Company on X, LinkedIn,

and at www.surocap.com.

About

Magnetar

Founded

in 2005, Magnetar is a multi-strategy and multi-product alternative

investment manager that seeks to achieve stable risk-adjusted returns by opportunistically employing a wide range of alternative credit

& fixed income, quantitative, and venture investment strategies. Magnetar invests across the capital structure in both public and

private transactions utilizing both fundamental and quantitative analyses. Currently run by two managing partners – Ross Laser

and Dave Snyderman – Magnetar is headquartered in Evanston, Illinois. Magnetar and its affiliates employ a team of approximately

224 professionals as of March 31, 2026, and maintain four satellite offices in New York, London, Menlo Park, and Austin.

Contact

SuRo

Capital Corp.

(212)

931-6331

IR@surocap.com

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