Form 4: CEO Sells SWZ Shares in Tender Offer

Total Return Securities Fund's President and CEO, Andrew Dakos, sold a significant portion of his direct common stock holdings to the issuer via a tender offer.

Summary

• Andrew Dakos, President and CEO, and a Director of Total Return Securities Fund (SWZ), reported transactions involving the company's common stock.
• On January 23, 2026, Mr. Dakos disposed of 997 shares of Common Stock directly to the issuer at a price of $6.81 per share.
• On the same date, an additional 11,675 shares of Common Stock were disposed of directly to the issuer at a price of $6.81 per share.
• These sales were executed pursuant to a tender offer, which is exempt under Rule 16b-3.
• Following these transactions, Mr. Dakos directly beneficially owns 23,453 shares of Common Stock.
• He also indirectly beneficially owns 2,003 shares through a limited partnership, disclaiming beneficial interest in these shares except to the extent of any pecuniary interest.

Sentiment

Score: 5

Explanation: The CEO's sale of shares occurred as part of a tender offer to the issuer, which is a structured transaction. While it reduces direct insider ownership, it is not an open market sale, making the sentiment neutral rather than overtly negative.

Positives

• The transaction was part of a tender offer to the issuer, which can be a mechanism for the company to manage its share count or return capital to shareholders.

Negatives

• A reduction in direct beneficial ownership by a key executive (President and CEO) could be interpreted by some investors as a lack of confidence, even if part of a tender offer.

Future Outlook

Not applicable, as this filing is a report of an insider transaction and does not contain forward-looking statements or guidance.

Industry Context

Not applicable, as this filing is a report of an insider transaction and does not provide broader industry analysis.

Related Party Transactions

• The sale of shares by Andrew Dakos, President and CEO, to the issuer via a tender offer can be considered a related party transaction.

Stakeholder Impact

• Shareholders: A reduction in direct insider ownership by the CEO. The tender offer itself might impact share liquidity or the total outstanding share count.

Key Dates

Keywords

Total Return Securities Fund, SWZ, Andrew Dakos, insider transaction, Form 4, tender offer, CEO, director, common stock, beneficial ownership