SuRo Capital Corp (SSSS) 2026 Q1 法說會逐字稿

Welcome to the SuRo Capital's first quarter 2026 earnings call. My name is Alan. I'll be your coordinator for today's event. (Operator Instructions). I will now hand you over to your host, Evan Schlossman, to begin today's conference queue.

Thank you for joining us on today's call. I am joined by the Chairman and Chief Executive Officer at SuRo Capital, Mark Klein, and Chief Financial Officer, Allison Green. Please note that a slide presentation corresponding to today's prepared remarks by management is available at our website at www.cirocap.com under Investor Relations events and presentations.

Today's call is being recorded and broadcast live on our website, www.ceroCap.com. Replay information is included in our press release issued today. This call is the property of Cero Capital, and the initiative reproduction of this call in any form is strictly prohibited.

I would also like to call your attention to customary disclosures in today's earnings press release regarding forward-looking information. Statements made in today's conference call and webcast may constitute forward-looking statements, which relate to future events or our future performance or financial condition.

These statements are not guarantees of our future performance or future financial condition or results and involve a number of risk estimates 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.

Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including, but not limited to those described from time to time in the company's filings with the SEC. 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 anticipated benefits of the externalization and the impact of the externalization on the company's business financial condition.

And result of operations. Management does not undertake to update forward-looking statements unless required to do so by law. To obtain copies of Ciro Capital's SEC filings, please visit our website at www.cirocap.com or the SEC website at sec.gov. Now, I would like to turn the call over to Mark Klein.

Thank you, Evan. Good afternoon, everyone, and thank you for joining us. This is a defining moment for Ciro Capital. Our strong performance in 2025 carried directly into the first quarter of 2026. For the quarter, our net asset value increased from $8.09 per share to $14.24 per share. That is a $6.15 per share increase or approximately 76% quarter-over-quarter. This is the largest quarter-over-quarter NAV increase in our history.

This increase reflects the strength of our portfolio and the quality of the companies we have invested in. It also reinforces the strategy we have followed for more than a decade, giving public market investors access to high-growth, venture-backed private companies that are otherwise difficult to access.

We believe this access is especially valuable when it is paired with selectivity. Identifying important private companies before their strategic is broadly reflected in public market awareness. At the same time, NAV is a point-in-time measurement. It does not, by itself, capture the full opportunity we believe remains ahead.

The larger story is what is in front of us as our portfolio companies continue to mature, raise capital, scale their businesses, and move toward potential liquidity events. Several recent financing illustrate the larger story. WOOP recently announced a $575 million Series G financing at a $10.1 billion valuation.

The company reported that 2.5 million members globally, 103% year-over-year bookings growth in 2025, a $1.1 billion exit run rate, and positive operating cash flow in 2025.

For us, WHOOP sits within a broader shift toward health, longevity, and actionable self-knowledge. As the category evolves, we believe WHOOP can benefit from AI's ability to convert personal data into more useful, individualized guidance for users. Open AI closed its latest financing round with $122 billion in committed capital at an $852 billion post-money valuation.

This financing speaks to the scale of capital formation around artificial intelligence. AI is no longer a narrow software category. It is becoming a foundational technology layer across compute, data centers, enterprise software, developer tools, healthcare, education, and productivity.

Vast Data was valued at $30 billion in its recent series F-Financing, more than tripling its prior $9.1 billion valuation from 2023. The round included approximately $1 billion of primary and secondary capital and reflects continued demand for infrastructure supporting artificial intelligence, including data centers and high-performance computing.

Canva wants an employee stock sale at a reported $42 billion valuation, led by existing shareholder Fidelity, with JPMorgan Asset Management joining as a new investor. The transaction came as Canva continued investing in AI tools for its more than $265 million monthly active users.

Taken together, these are not isolated events. They tell a consistent story. Private market capital is concentrating around scaled private companies with durable growth, strategic relevance, and credible paths to liquidity.

These financings are significant not only for their scale. But for what they signal. Private market capital continues to validate the companies and infrastructure layers that we believe are becoming increasingly important to the next phase of technology.

Our objective is to build exposure to those opportunities with discipline before they are broadly available. We are not simply observing this market, we continue to participate in it. Recent hyperscale results continue to reinforce the scale of demand behind AI infrastructure.

The next phase of AI growth depends not only on models and applications, but also on the compute capacity, power, data center infrastructure, and specialized systems required to support them. During the quarter, we funded $5 million to a Magnetar special-purpose vehicle invested in Tensor Wave.

This investment was part of a commitment of up to $20 million. The remaining commitment of up to $15 million is subject to the satisfaction of certain conditions, including company-level operational milestones. Tensor Wave fits within our broader investment strategy and further expands our exposure to AI infrastructure.

We view it as the type of opportunity we seek to identify before it becomes more broadly familiar to the broad investor base. The company is positioned around a significant technology shift with meaningful room to scale in part of the market where demand for performance, capacity, and specialized infrastructure remains structurally important.

That approach is consistent with the discipline we applied in building our exposure to core weave , where we sought exposure to an important infrastructure company before its role in the AI ecosystem was more broadly recognized. We also believe the stage structure gave us a measured way to increase exposure to Tensor Wave within a framework tied to execution.

More broadly, we intend to remain disciplined in how we deploy capital, while being decisive when we see opportunities align with our strategy and with areas we believe long-term value is being created. This participation continued after year-end.

Following quarter's end, we made a new investment of approximately $10 million in ClickHouse. A company we believe is well-positioned at the intersection of data infrastructure, artificial intelligence, and real-time analytics. ClickHouse helps enterprises query, analyze, and act on massive volumes of data quickly and efficiently, a capability that is becoming increasingly important across observability, security analytics, product telemetry, cloud data warehousing, and AI-driven applications.

This matters because, as AI moves from experimentation to deployed enterprise use cases, the infrastructure required to store, analyze, and act on data at scale becomes increasingly critical.

ClickHouse's relevance is already visible in demanding AI environments, including Anthropic, which ClickHouse has publicly described as using its technology to scale observability for all AI workloads. ClickHouse is another example of the kind of company we seek to invest in. It is already a scaled venture-backed technology leader. But we believe its strategic relevance is becoming greater as real-time data infrastructure becomes more important to enterprise AI deployment.

For SuRo, the opportunity is to build exposure while companies like this remain private. Because this investment was made after the quarter's end, it is not part of our March 31, net asset value. It is, however, an important example of how we intend to build the future portfolio.

Now, I want to turn to what we believe is one of the most important strategic steps in SuRo Capital's history. Our Board of Directors approved a proposal to transition Ciro from an internally managed BDC to an externally managed structure through NeoStar Advisors, LLC. And advisory jointly owned by members of our current team and Magnetar.

The proposal remains subject to stockholder approval. This is not the sale of the company. The company will continue to be a publicly traded BDC, and our investment focus will remain centered on high-growth, venture-backed private companies.

While the core strategy will remain the same, we believe the proposed structure will enhance the platform, supporting the strategy and better positioning us to pursue high-quality investment opportunities. Since 2019, our internally managed structure has served us well. Our team has built the portfolio, navigated volatile markets.

Returned significant capital to stockholders, and delivered meaningful value. The NAV increase this quarter is evidence of that work. At the same time, the market has evolved. Leading private companies have more choices today, and they increasingly look for investors who can bring more than capital, including scale, relationships, strategic support, capital markets experience. In a long-term partnership.

We believe the proposed partnership with Magnetar positions us to compete more effectively in this environment. Magnetar brings significant scale, with approximately $18 billion in asset under management, more than 20 years of investment experience, and a track record of investing in differentiated technology, venture-backed companies across. Artificial intelligence, and technology-enabled sectors.

The strategic logic is straightforward. We are preserving the investment strategy and leadership continuity that brought us to this point, while adding magnitude of scale, sourcing reach, diligence capabilities, portfolio support, and institutional infrastructure.

In addition, Magnetar's experience across the AI infrastructure ecosystem gives us additional depth in one of our core focus areas and in a market we believe will be increasingly important to broader technology growth. As many of these businesses become more capital-intensive, Magnetar's experience with cost of capital, balance sheet management, and transaction structuring becomes even more relevant.

We also expect the proposed structure to strengthen our origination and diligence capabilities while creating a broader platform to support portfolio companies. Put simply, we believe this gives us greater scale, broader capital solutions, and deeper institutional capabilities to support private companies as they grow.

If approved by stockholders, we believe this combination would position us to be one of the largest platforms focused on publicly traded access to venture-backed private companies. Public venture capital has historically been a fragmented market, and we believe greater scale, stronger infrastructure, and deeper sourcing capability can matter in competing for high-quality private company investments.

This would be a significant change and positive for us in our competitive position. For stockholders and portfolio companies, we believe the benefit would be a broader platform, deeper resources, and a stronger ability to support ambitious private companies building in large markets.

I want to speak directly about shareholder alignment. Being shareholder friendly is not just a slogan for us, it is how we evaluate major decisions. The value created in the existing portfolio belongs to our shareholders. Under the proposed advisory agreement, preexisting investments are not included in the incentive fee calculation.

In plain English, the value already created in this portfolio is preserved for stockholders and is not subject to a new incentive fee simply because we are changing the management structure.

We believe this is an important and stockholder-friendly feature. Additionally, subject to the conditions described in the proxy materials, an affiliate of Magnetar is also expected to invest $20 million in our company.

We believe this is a meaningful signal of commitment and alignment Magnetar and the Board. Think like owners because we are owners. Our goal is not simply to report a higher NAV. Our goal is to convert portfolio value into long-term stockholder value. This means disciplined investing, thoughtful liquidity management, expense discipline, transparency, and continued focus on returning value to our stockholders.

Let me close with this. This is one of the most important moments in Ciro Capital's history. We delivered the largest quarter-over-quarter NAV increase we have ever reported. Our NAV increased approximately 76% quarter-over-quarter. This is not a routine result. It reflects the strength of our portfolio.

The quality of companies we have backed, and the power of our strategy, giving public stockholders access to high-growth venture-backed companies aligned with important technology trends. We do not view the quarter as the finish line, but as the beginning of the new chapter.

Our recent investment activity, including Tensor Wave and Click House, reflects the same discipline. Identifying private companies where strategic relevance is emerging, building exposure selectively, and giving public stockholders access to opportunities that remain largely outside of the public markets.

Our proposed partnership with Magnetar through Neo Stellar Advisors is designed to provide SuRo capital with greater scale. Stronger infrastructure, broader sourcing reach, and deeper diligence capabilities as we seek to invest in and partner with the next generation of high-growth private companies. NAV captures the progress we have made. The opportunity is what comes next.

Our focus now is straightforward, build on this momentum, maintain our discipline, and translate portfolio progress into lasting shareholder value. To our stockholders, thank you for your continued trust and support. With that.

I will turn the call over to Allison Green to review our financial results.

Thank you, Mark. I would like to follow Mark's update with a review of our investment activity and portfolio company realizations during the first quarter and subsequent quarter end, a high-level review of our investment portfolio as of quarter end, including the investment theme breakdown, and a more detailed review of our first quarter financial results, including our current liquidity as of March 31st.

I'll also touch on notable items during the first quarter and subsequent to quarter end, including our announcement of the Board-approved externalization.

On December 31, Thorough Capital came $20 million to Magnetar Opportunity 2025-4LP, a special purpose vehicle invested in Tensor Wave, Inc.

During the quarter, on January second, Cero Capital funded $5 million of the $20 million capital commitment. As of May 5, $5 million of the $20 million capital commitment to Magnacar Opportunity 2025-4LP had been funded. The remaining commitment of up to $15 million is subject to the satisfaction of certain conditions. Throughout the first quarter, we sold 440,246 common shares of Grab-a-Gun Digital Holdings, Inc., following the removal of lockup restrictions on January 15.

These sales resulted in net proceeds of approximately $1.4 million and a realized gain of approximately $891,000. As of March 31, we hold 599,754 public common shares or approximately 58% of our original position.

Additionally, during the quarter, we received a distribution from our True Global Ventures 4plus venture capital fund investment for approximately $246,000. Subsequent to quarter end, on April 8th, Thorough Capital completed a $225,000 investment in the common stock of Huntress Labs, Inc. Through a secondary transaction.

Additionally, on April 22, we completed a $9.5 million investment, excluding fees, in the Series A preferred shares of Click House, Inc. Through a secondary transaction. Subsequent to quarter end, Thorough Capital received two distributions from CW Opportunity 2 LP, totaling approximately $3 million in net proceeds.

CW Opportunity 2LP is an SPD for which the Class A interest is solely invested in the Class A common shares of Core Weave Inc. Thorough Capital is invested in the Class A common shares of Core Weave Inc. Through its investment in the Class A interest of CW Opportunity 2LP.

The distributions were categorized in aggregate as approximately $902,000 of return of capital and a $2.1 million realized gain. The realized gain is calculated based on the current reporting by the fund and confirmed through our accounting, but may be subject to change or adjustment due to the impact of performance fees that may be charged by the fund.

I would now like to turn to our portfolio as a quarter end. Our top five positions as of March 31, were WOOP, Open AI, VAST, Blank Health, and CW Opportunities 2LP. These positions accounted for approximately 72% of the investment portfolio at fair value.

Additionally, as of March 31, our TOP10 positions accounted for approximately 88% of the investment portfolio. Segmented by seven general investment gains, the top allocation of our investment portfolio at March 31, was to consumer goods and services, representing approximately. 43% of the investigations, and software as a service were the next largest categories with approximately 29% and 12% of our portfolio, respectively.

Approximately 6% of our portfolio was invested in education technology companies, and the financial technology and services segment accounted for approximately 5% of the fair value of our portfolio. The logistics and supply chain cap accounted for approximately 4% of the fair value of our portfolio, and service sports accounted for 2% as of March 31.

We ended the first quarter of 2026 with a net asset value of approximately $361.6 million or $14.24 per share, which is consistent with our financial reporting. The increase in NAV per share from $8.09 at the end of Q4 2025 was primarily driven by a $6.25 per share increase from the net change in unrealized appreciation of our investments.

A $0.04 per share increase resulting from net realized gain on our portfolio investments during the quarter, and a $0.02 per share related to stock-based compensation. The increase in NAV per share was partially offset by a $0.16 per share decrease due to net investment loss during the quarter.

At March 31, there were 25,387,393 shares of the company's common stock outstanding. Finally, regarding our liquidity as the quarter ends, we ended the quarter with approximately $46 million of liquid assets, including approximately $43.3 million in cash and approximately $2.7 million in unrestricted public securities.

Not included in our unrestricted public securities are approximately $15.9 million of public securities subject to lockup or other sales restrictions as of quarter ends. This represents our remaining investment in Core weave via our Class A interest of CW Opportunity 2LP.

Subsequent to quarter end, the purchaser of 6.5% convertible notes due 2029 elected to exercise their conversion option on multiple occasions and convert a total of $5 million of principal into 682,815 shares of SoRo Capital's common stock and $19.56 in cash in lieu of fractional shares. Upon completion of these conversions, the remaining principal balance of the 6.5% convertible notes due 2029 was approximately $30 million.

As Mark mentioned, subsequent to quarter ends on April 2, Cero 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 Neo Stellar Advisors, LLC, an entity jointly owned by certain current Cero Capital employees, and Magnetar Holdings, LLC, which is affiliated with Magnetar's multi-strategy alternative investment platform.

The externalization is expected. To process to enhance 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 an annual expense savings.

In connection with the externalization, an affiliate of Magnetar will make a $20 million investment in the company, and the company's current management team, including Mark Pine and myself, will. Will continue in our 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.

That concludes my comments. We would like to thank you for your interest and support of Thorough Capital. Now, I will turn the call over to the operator from the start of the Q&A session. Operator.

(Operator Instructions)

Alex Paris, Barrington Research.

Hi, guys. Thanks for taking my question, and congrats on the superb Q1 and the plan for externalization. So that's going to be my question, the externalization. As I recall, prior to 2019, the portfolio was externally managed. You took it in, and now you're externalizing it again. So point number one.

Point number two, I had a quick review of the product, and I see not only are you creating a joint venture with Magatar under the name Neo Stellar Advisors, LLC, but actually Sue Row's name will be changed to Neo Stellar Capital Corp under the symbol NSLR. I guess it's a two-part question. Number one, I think the shareholder. Meeting, the special shareholder meeting is scheduled for June 10. When do you hope to close this transaction?

And then the related question is, both you and Allison noted that this is expected to result in cost savings. So I'm wondering if you could just provide a little additional color on how that's done. You're obviously going to pay the external manager or management fee plus the incentive fee. What costs are we eliminating? From the internal management of the fund.

Thanks, Alex. That's the longest one question ever, but I appreciate it. Let's start with we were externally managed. We made a determination to be internally managed as we took the management the group that managed the portfolio and brought it in-house.

As I noted in my previous remarks, I think a lot has changed in the public venture capital markets. And we came to the conclusion that in order for us to be at the top of the pyramid of all of the largest asset management platform. Available to invest in public markets, having greater depth from both investment, sourcing, diligence, support, infrastructure, et cetera, to partner with a firm like Magnetar, which we have done an awful lot of investing with over the years, just simply made sense.

It makes us the largest. Platform to invest as a public investor in venture-backed securities. I think that matters right now. I think size matters. I think scale matters. I think the ability to bring other aspects to portfolio companies as opposed to just writing a check matters. And if you look at the success Magnetar has enjoyed and the fact that we invested with them in Coreweed, we're investing with them in TensorWave, they are.

Really on top of the game in the venture space. And as capital becomes more important and different capital solutions become more important to private companies, they are a great partner and significantly enhance what we are doing. And again, we're the first ones ever to do it, and we started 15 years ago, and we continue to pioneer as having a terrific partner.

As far as cost savings, it's in the proxy. This will be less expensive for our investors, certainly to start in respect to expenses related to the management of the portfolio. As far as incentive fees, we made a point of saying that the entire portfolio and all the unrealized gains and all the success that has occurred to date.

And will occur and occurs up until the externalization. There's no incentive fee being charged at all. That is for all of our shareholders. In the future, if as we invest money and we realize profits on those new investments, there may be an incentive fee on that at that point in time, which candidly will be quite some time away from now.

So we are really excited about this. This is really differentiated. This makes us as significant. As we are now, much more significant. And it was a decision our Board took, and we took it as management, and we're really excited about that. The vote is on June 10. Upon approval by our shareholders, we will enter into a management agreement with Neo Stellar. We will rebrand to Neo Stellar, and that will be effective on July 1. Thank you.

Marvin Fong, BTIG.

Great. Thanks for taking my question. Again, congratulations as well and looking forward to the externalization. I just have a big picture question. After all of this success, we can all see that the private and public markets around AI are quite.

Excited here. Can you just kind of talk about what you're seeing now in terms of investment opportunities? And ClickHouse is another thing you were able to get in on, but are you seeing opportunities like you're doing with TensorWave to that are milestone-based and can offer some protection.

And that these companies actually have to succeed in order to gain access to further capital. Can you expect kind of more? Structures like that, or just kind of dive into what you're seeing out there.

Thanks, Marvin. Great question. And I'll answer it in two parts. First of all, we are really excited about Click House. ClickHouse has quickly become the de facto real-time analytics platform. They position themselves to benefit from AI applications, which demand real-time data.

This company is growing at 250% year-over-year. It is phenomenal. It provides there's 10 times that the rate, the speed of the competitors at approximately a 10th of the cost. It is truly an amazing company. I suspect most people on this call probably haven't heard about it. We view this as we're in front in the same way we were in front with VAST. When no one heard of it or even Corweed when no one heard of it.

That's how we view ClickHouse and I suspect as we move towards the end of the year, they will become more notable. That's one. Two, I think, and you and I have talked about it and have talked about it publicly, the markets are robust or perhaps broadly in the AI space, specifically in the private market side, we see an awful lot.

We are seeing more deals now than we've ever seen before. And as we've talked about it, you have to start as. Are you in the right, are the tailwinds still there? Are you in the right sector, sub sector? Are you one of many in a space or one of a few? Do you have the right to win? Once you get to all that, can we actually investment, whether it's like TensorWave, which I think is extremely well structured, or can we simply price it in a way that there's an opportunity to invest and see returns? And that leaves an awful lot of companies that candidly, at this point in time. Are tough to invest in.

But we have found opportunities, whether it was ClickHouse. And TensorWave, as we've discussed before, we are really set up to win. They are to AMD, what CoreWeave was to Nvidia. As most of you probably see, AMD just reported a blowout quarter. TensorWave is going to be where they're housing their AMD chips. It's an extremely exciting investment. We.

The investment is structured in a way that we put $5 million in, $15 million will be following on, assuming certain conditions are met. And we think that's going to be an absolute raging success. We're really looking forward to Tensorway's future. Thank you.

Jon Hickman. Ladenburg.

Thanks for reporting early. I was able to get on. I have a question about, in the past, the top five positions generally, they've been around 50% of your portfolio. And currently, the top five...

Jon, you still there?

Pardon for the interruption. Participant line disconnected.

Brian McKenna, Citizen.

Yeah. Hey, guys. This is Nate Sauer on for Brian McKenna. So first of all, congrats on the great moves this quarter and the especially impressive results so far this year. Maybe just extending the discussion on externalization real quick. I was wondering if you guys could provide a little or get a little bit more specific on the timing, like why is right now the I?

I think we lost him as well.

Pardon for the interruption. Yes, we lost Brian Line.

Alex Fuhrman, Lucid Capital Market.

All right. Thanks, guys. I'll try to ask it real quick here and sneak it in. But congratulations, guys, on the really strong start to the year. I wanted to ask about, your portfolio composition here. In terms of your sector allocations. Obviously, your investment in WHOOP has been tremendously successful here when you think about that as well as the wind down in your position.

You're kind of at a unique moment here where health and wellness is actually a really large percentage of the portfolio right now. Should we expect to see incremental investments kind of back in that AI area? To get that part of the portfolio back up. I guess you already did that subsequent to the quarter here with ClickHouse, but just any kind of high-level thoughts on sort of the composition of your portfolio by sectors and what we should expect to see going forward?

Thanks, Alex. Yes, we're in some ways, I guess we're victims of our own success with WOOP, as WOOP just completed a $575 million funding and over a $10 billion valuation. It's obviously been sort of knocked it out of the park with that.

That is a unique situation for us. It's a great situation, but unique. As you can see, we did just put $10 million into ClickHouse. We're finding another $15 million into TensorWave, and you will see the concentration more into the technology. AI infrastructure, et cetera, again, be the largest focus of our fund. But as you did note, right now, with the success of WU, that is causing a bit of concentration in that space. Thank you.

There are no further questions on the line, so I will now hand you back to your host for closing remarks.

Thank you all for joining this call. We greatly appreciate it. Sorry for a couple of the problems apparently with the questions, but we're very excited here. We had obviously the best quarter we've had on a quarter-over-quarter basis ever. We're extremely excited about our partnership with Magnetar and the rebranding to Neo Stellar.

We're always available for your questions or comments. Feel free to reach out to us. And thank you again for attending the call. We greatly appreciate it.

Thank you for joining today's call. You may now disconnect.