NOTE 3—RELATED-PARTY ARRANGEMENTS

The Company’s executive officers and directors, and the members and investment professionals of the Adviser, serve or may serve as officers, directors, or managers of entities that operate in a line of business similar to the Company’s, including other funds and accounts managed by the Adviser, Magnetar (as defined below) and their affiliates and new entities that may be formed in the future. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s stockholders.

The 1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an order from the SEC permitting it to do so. As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions with certain of its affiliates without the prior approval of the Board of Directors, including its independent directors, and, in some cases, the SEC. The affiliates with which the Company may be prohibited from transacting include its officers, directors, and employees and any person controlling or under common control with the Company, subject to certain exceptions.

In the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party transactions. To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company, the Company and the Adviser have implemented certain written policies and procedures whereby the Adviser screens each of the Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled by the Company, the Adviser, Magnetar and their affiliates, and the Company’s and the Adviser’s officers and directors.

The Company’s investment in Skillsoft Corp. (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr. Klein has a non-controlling interest in the entity that controlled Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp. II, a SPAC, and was a non-controlling member of the board of directors of Churchill Capital Corp. II, through which the Company executed a private investment in public equity transaction in order to acquire common shares of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II. In addition, Mr. Klein’s brother, Michael Klein, was a control person of such Churchill entities. As of September 30, 2026, the fair value of the Company’s remote-affiliate investment in Skillsoft was $282,770.

Externalization

On April 2, 2026, the Company’s Board of Directors, including all of the directors who are not “interested persons” of the Company (as defined in Section 2(a)(19) of the 1940 Act), unanimously approved the Investment Advisory Agreement between the Company and the Adviser, a Delaware limited liability company and an investment adviser registered under the Investment Advisers Act of 1940, as amended, subject to approval by the Company’s stockholders. At a special meeting held on June 10, 2026, the Company’s stockholders approved the Investment Advisory Agreement and, effective July 15, 2026 (the “Effective Date”), the Company transitioned from an internally managed BDC to an externally managed BDC managed by the Adviser. Effective July 1, 2026, in connection with the Externalization, the Company changed its name from “SuRo Capital Corp.” to “Neostellar Capital Corp.”

The Adviser is jointly owned by certain of its executives, including Mark D. Klein, the Company’s Chairman, President and Chief Executive Officer, and Allison Green, the Company’s Chief Financial Officer, Treasurer and Corporate Secretary, and by Magnetar Holdings LLC (“Magnetar”), part of a multi-strategy alternative investment management platform. Following the Externalization, the Company’s executive officers and employees are employed by the Adviser or its affiliates, and the Company no longer has any employees. A portion of the fees payable by the Company to the Adviser under the Investment Advisory Agreement inures to the benefit of Mr. Klein, Ms. Green and any other employees of the Adviser who hold equity interests in the Adviser. Refer to “Note 11—Stock-Based Compensation” for the restricted share grants, cash bonuses and vesting acceleration approved in connection with the Externalization.

NEOSTELLAR CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2026

Investment Advisory Agreement

Under the Investment Advisory Agreement, the Adviser, subject to the overall supervision of the Company’s Board of Directors, manages the day-to-day operations of, and provides investment advisory services to, the Company, including sourcing and evaluating investment opportunities, conducting due diligence on prospective investments, structuring the Company’s investments and monitoring the Company’s portfolio on an ongoing basis. In exchange for these services, the Company pays the Adviser a base management fee (the “Base Management Fee”) and an incentive fee (the “Incentive Fee”). The cost of the Base Management Fee and the Incentive Fee is ultimately borne by the Company’s stockholders.

The Investment Advisory Agreement became effective on the Effective Date and will remain in effect for two years, and thereafter will continue automatically for successive annual periods so long as such continuance is specifically approved at least annually by the Company’s Board of Directors, including a majority of the directors who are not “interested persons” of the Company, or by the holders of a majority of the Company’s outstanding voting securities, in accordance with the requirements of the 1940 Act. The Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by a vote of a majority of the Company’s Board of Directors or of the holders of a majority of the Company’s outstanding voting securities, or by the Adviser, and terminates automatically in the event of its assignment. The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith, gross negligence or criminal conduct in the performance of its duties, or reckless disregard of its duties and obligations, the Adviser and its affiliates and their respective personnel are not liable to the Company for, and are entitled to indemnification from the Company against, damages, liabilities, costs and expenses arising out of the performance of the Adviser’s duties under the Investment Advisory Agreement.

Management Fee

The Base Management Fee is calculated at an annual rate of 1.75% of the Company’s gross assets, payable monthly in arrears, and is calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, appropriately adjusted for any equity or debt capital raises, repurchases or redemptions during the current calendar quarter. The Base Management Fee for any partial month or quarter is appropriately pro-rated.

The Adviser earned $1,585,769 in management fees for the three and nine months ended September 30, 2026. As of September 30, 2026, $622,264 in management fees were payable to the Adviser. Amounts payable are presented as “Accrued management fees,” as applicable, on the Condensed Consolidated Statements of Assets and Liabilities.

Incentive Fee

The Incentive Fee consists of two parts, an income-based fee (the “Income-Based Fee”) and a capital gains fee (the “Capital Gains Fee”). The Incentive Fee is calculated solely with respect to investments made by the Company on or after the Effective Date (“Eligible Investments”). Investments held by the Company prior to the Effective Date (“Pre-Existing Investments”) are excluded entirely from the calculation of the Incentive Fee, including any cumulative, “high-water mark” or similar netting calculation.

The Income-Based Fee is calculated and payable quarterly in arrears based on the Company’s Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, that the Company receives from any Eligible Investment) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding indebtedness, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash, and does not include realized capital gains, realized or unrealized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Company pays the Adviser an Income-Based Fee in each calendar quarter as follows: (i) no Income-Based Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate; (ii) 100% of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized), which is referred to as the “catch-up”; and (iii) 20.0% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1875% in any calendar quarter. These calculations are appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the quarter.

NEOSTELLAR CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2026

The Capital Gains Fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement), commencing on December 31, 2026, and equals the lesser of (i) 20.0% of the Company’s realized capital gains during such calendar year, if any, calculated on an investment-by-investment basis for each Eligible Investment, subject to a non-compounded hurdle rate of 7.00% per year and a catch-up feature under which the Company pays 100% of the realized capital gains from an Eligible Investment that exceed the hurdle rate but are less than 8.75% per year and 20.0% of the realized capital gains from such Eligible Investment in excess of 8.75% per year, and (ii) 20.0% of the Company’s realized capital gains, if any, on a cumulative basis from the date of the Company’s investment in an Eligible Investment through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on Eligible Investments on a cumulative basis, less the aggregate amount of any previously paid Capital Gains Fees. Realized capital gains, realized capital losses and unrealized capital depreciation attributable to Pre-Existing Investments are excluded entirely from the calculation of the Capital Gains Fee.

In accordance with GAAP, the Company accrues a Capital Gains Fee based on the amount that would be payable to the Adviser if the Eligible Investments were realized at their fair values as of the reporting date, taking into account the applicable hurdle rate, catch-up provisions and other limitations described above. This calculation includes unrealized capital appreciation on Eligible Investments, even though such appreciation is excluded from the calculation of the Capital Gains Fee actually payable under the Investment Advisory Agreement.

The accrual is adjusted each reporting period to reflect changes in realized gains and losses and unrealized appreciation and depreciation on Eligible Investments, which may result in additional expense or a reversal of previously recognized expense. There can be no assurance that unrealized appreciation will ultimately be realized or that amounts accrued will become payable.

As of September 30, 2026, the Company had not made any Eligible Investments. For the three and nine months ended September 30, 2026, the Company did not recognize an accrual for any incentive fees. As of September 30, 2026, no incentive fees were payable to the Adviser. Amounts payable are presented as “Accrued incentive fees,” as applicable, on the Condensed Consolidated Statements of Assets and Liabilities.

Administration Agreement

On the Effective Date, the Company entered into the Administration Agreement with the Administrator, an affiliate of the Adviser. Under the Administration Agreement, the Administrator provides, or oversees or arranges for the performance of, the administrative services necessary for the Company’s operations, including the provision of office facilities and equipment and clerical, bookkeeping and record-keeping services, and arranges for and oversees the services of the Company’s custodian, transfer agent, accountants, attorneys and other service providers. The Company reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the Administrator’s overhead and of the compensation paid to the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, based on the percentage of time such individuals devote, on an estimated basis, to the Company’s business affairs. The Administration Agreement may be terminated at any time, without the payment of any penalty, by a vote of a majority of the Company’s Board of Directors or by the Administrator, upon 60 days’ written notice to the other party. Amounts reimbursable to the Administrator are presented as “Costs incurred under Administration Agreement” on the Condensed Consolidated Statements of Operations.

For the three and nine months ended September 30, 2026, the Company recognized $282,705 of costs incurred under the Administration Agreement. These amounts had been paid or otherwise settled as of September 30, 2026, and no amounts were payable to the Administrator at that date. Amounts payable are presented as “Due to Neostellar Administrative Services LLC,” as applicable, on the Condensed Consolidated Statements of Assets and Liabilities.

NEOSTELLAR CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2026

Other Transactions with Magnetar and Its Affiliates

In connection with the Externalization, effective July 15, 2026, the Company’s Board of Directors appointed Erik Falk, a Partner and Head of Strategy of Magnetar, as an interested director of the Company. On July 16, 2026, MCP Investing LLC, an affiliate of Magnetar, purchased from the Company, for $20.0 million, the 6.50% Redeemable Promissory Note due 2029 pursuant to a Securities Purchase Agreement dated June 26, 2026. Refer to “Note 10—Debt Capital Activities” for a description of the terms of the 6.50% Redeemable Promissory Note due 2029. For the three and nine months ended September 30, 2026, the Company incurred interest expense of $270,833 on the 6.50% Redeemable Promissory Note due 2029, of which $270,833 was accrued and unpaid as of September 30, 2026.

On August 3, 2026, the Company, the Adviser and certain affiliated funds and accounts filed an application with the SEC, which was amended on October 2, 2026, for an exemptive order permitting the Company to co-invest in negotiated transactions alongside funds and accounts advised by the Adviser, Magnetar and their affiliates, subject to the conditions of the order. Until such relief is obtained, the Company’s ability to co-invest alongside the Adviser, Magnetar and their affiliates in privately negotiated transactions is limited by the 1940 Act and the rules thereunder, and there can be no assurance if or when such relief will be granted. Prior to the Externalization, the Company invested indirectly in portfolio companies, including CoreWeave, Inc. and TensorWave Inc., through co-investment vehicles sponsored and managed by Magnetar or its affiliates (CW Opportunity 2 LP and Magnetar Opportunity 2025-4 LP); each of those investments is a Pre-Existing Investment. In addition, an affiliate of Magnetar receives certain fees in connection with a portfolio investment held by the Company.