Form 4: SURO Capital CEO Mark Klein Boosts Stake with Restricted Stock
Insider Transaction Report
SURO Capital Corp. Chairman, CEO, and President Mark D. Klein reported an acquisition of 174,465 restricted common shares, increasing his total beneficial ownership to 1,705,055 shares.
Summary
- Mark D. Klein, Chairman, CEO, President, and Director of SURO Capital Corp. (SSSS), acquired 174,465 shares of common stock.
- The transaction occurred on November 21, 2025, with a reported price of $0 per share, indicating a grant.
- These shares are restricted and vest in three equal tranches: one-third on December 1, 2026, one-third on December 1, 2027, and one-third on December 1, 2028.
- The grant was made under the SuRo Capital Corp. Second Amended and Restated 2019 Equity Incentive Plan.
- Following this transaction, Mr. Klein's total beneficial ownership stands at 1,705,055 shares of common stock.
- This total includes 779,014 shares owned by Mr. Klein's spouse and previously granted restricted shares from December 15, 2023, December 10, 2024, and May 16, 2025, which are subject to their own vesting schedules.
Sentiment
Score: 7
Explanation: The grant of restricted shares to the CEO is generally positive as it aligns management's long-term interests with shareholders. While not a direct cash investment, it signals commitment and incentivizes future performance. The lack of immediate liquidity for the executive is a minor negative, but overall, it's a standard and often welcomed compensation practice.
Positives
- The grant of restricted shares to the Chairman, CEO, and President, Mark D. Klein, aligns management's interests with those of shareholders, as the value of these shares is tied to the company's future performance.
- The increase in beneficial ownership by a key executive demonstrates continued commitment and confidence in the company's long-term prospects.
Negatives
- The acquired shares are restricted and do not provide immediate liquidity to the executive, as they are subject to a multi-year vesting schedule.
- The transaction was a grant at $0, not an open market purchase, which might be viewed differently by some investors compared to a direct cash investment.
Risks
- The value of the restricted shares is contingent on the company's stock performance over the vesting period, exposing the executive to market fluctuations.
- Future performance of SURO Capital Corp. is critical for the full realization of the value of these shares, as they vest over several years.
Future Outlook
The multi-year vesting schedule for the restricted shares indicates a long-term commitment from the CEO, aligning his future compensation with the company's sustained performance and shareholder value creation over the next three years.
Industry Context
Insider grants of restricted stock are a common practice in the investment industry, particularly for venture capital or business development companies like SURO Capital Corp., to incentivize long-term performance and retain key executives. This grant is consistent with typical executive compensation structures aimed at aligning management and shareholder interests.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Incentive Plan Utilization | Grant of restricted shares to the CEO under the SuRo Capital Corp. Second Amended and Restated 2019 Equity Incentive Plan. | 2025-11-21 | Reinforces executive compensation structure designed to align management incentives with long-term shareholder value creation and retention. |
Related Party Transactions
- The reported beneficial ownership includes 779,014 shares of the Company's common stock owned by Mr. Klein's spouse, which may be deemed beneficially owned by Mr. Klein.
Stakeholder Impact
- Shareholders: The grant of restricted stock to the CEO is intended to align his interests with shareholders by tying a significant portion of his compensation to the company's stock performance over the long term.
- Employees: The equity incentive plan provides a framework for executive compensation, potentially influencing overall compensation philosophy within the company.
Next Steps
- The restricted shares will vest in three equal tranches on December 1, 2026, December 1, 2027, and December 1, 2028, subject to the terms of the equity incentive plan.
Key Dates
| Date | Description |
|---|---|
| 2023-12-15 | Date of previous restricted share grant under the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan. |
| 2024-12-10 | Date of previous restricted share grant under the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan. |
| 2025-05-16 | Date of previous restricted share grant under the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan. |
| 2025-11-21 | Date of the reported transaction where Mark D. Klein acquired 174,465 restricted shares. |
| 2025-11-25 | Date the Form 4 was signed by Mark D. Klein. |
| 2026-12-01 | First vesting date for one-third of the 174,465 restricted shares. |
| 2027-12-01 | Second vesting date for one-third of the 174,465 restricted shares. |
| 2028-12-01 | Third and final vesting date for one-third of the 174,465 restricted shares. |
Recommendation
holdThis Form 4 reports a routine grant of restricted stock to the CEO as part of his compensation, which is a common practice to align management interests with shareholders. It does not introduce new fundamental information about the company's operations, financial performance, or strategic direction that would warrant a change in investment recommendation. While positive for management alignment, it's not a catalyst for significant price movement.
Keywords
SURO Capital Corp., SSSS, Mark D. Klein, Form 4, insider transaction, restricted stock, equity incentive plan, CEO, director, beneficial ownership, corporate governance
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