Form 8-K

8-K — EQUUS TOTAL RETURN, INC.

Accession: 0001712543-26-000026

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0000878932

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — f8k_equus4222026.htm (Primary)

EX-99.1 — PRESS RELEASE (ex991_pressrelease.htm)

GRAPHIC (image_001.jpg)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_equus4222026.htm · Sequence: 1

___________________________________________

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

21, 2026

EQUUS TOTAL RETURN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

814-00098

76-0345915

(State or Other Jurisdiction

(Commission File

(IRS Employer

Of Incorporation)

Number)

Identification No.)

700 Louisiana Street, 41st Floor Houston,

Texas

77002

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area

code: (713) 529-0900

N/A

(Former Name or Former Address, if Changed Since Last

Report)

Check the appropriate box below if the Form 8-k filing 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))

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). ☐

If 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 8.01 Other Events.

On April 21, 2026, Equus Total Return, Inc. issued

a press release announcing its net asset value for the quarter ended December 31, 2025. The text of the press release is included as Exhibit

99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release issued on April 21, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Equus Total Return, Inc.

Date: April 22,

2026

By: /s/ Kenneth I. Denos

Name: Kenneth I. Denos

Title: Secretary

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: ex991_pressrelease.htm · Sequence: 2

EXHIBIT

99.1

Contact:

Equus Total Return, Inc.

1-888-323-4533

EQUUS ANNOUNCES FOURTH QUARTER NET ASSET VALUE

HOUSTON, TX – April 21, 2026 – Equus

Total Return, Inc. (NYSE: EQS) (“Equus” or the “Company”) reports net assets as of December 31, 2025, of $16.6

million. Net asset value per share decreased to $1.19 as of December 31, 2025, from $1.90 as of September 30, 2025. Comparative data is

summarized below (in thousands, except per share amounts):

As of the Quarter Ended

12/31/2025

9/30/2025

6/30/2025

3/31/2025

12/31/2024

Net assets

$16,570

$26,504

$34,111

$34,197

$29,510

Shares outstanding

13,967

13,586

Net assets per share

$1.19

$1.90

$2.51

$2.52

$2.17

Net Asset Value Changes. The following were

the principal contributors to changes in the net asset value of the Company in the fourth quarter of 2025:

· Decrease

in Fair Value of Morgan E&P, Inc. Morgan E&P, Inc. (“Morgan”)

holds development rights to approximately 6,500 net acres in the Bakken/Three Forks formation

in the Williston Basin of North Dakota. Principally due to a lower forward price curve for

oil (as of December 31, 2025) as well as the elimination of certain reserves due to limited

production, the value of the Company’s holding in Morgan decreased by $12.35 million

at December 31, 2025, compared to September 30, 2025.

· Increase

in Fair Value of Holdings in CitroTech, Inc. On February 10, 2025, the Company purchased

from CitroTech, Inc. (formerly General Enterprise Ventures, Inc.), a developer of fire suppression

products (NYSE: CITR), a 1-year senior convertible promissory note bearing interest at the

rate of 10% per annum, in exchange for $1.5 million in cash (“CITR Note”). Contemporaneously

with the purchase of the CITR Note, the Company also received a 5-year common stock purchase

warrant to acquire an aggregate of 312,500 shares of CITR common stock at an exercise price

of $3.00 per share (“CITR Warrant”). During 2025, the CITR Note was converted

by the Company into 664,041 shares of CITR common stock, of which 73,002 shares were sold

by the Company. During the fourth quarter of 2025, the trading price of CITR shares increased

from $5.89 per share to $8.08 per share. At December 31, 2025, the Company collectively valued

the CITR shares and CITR Warrant at an aggregate of $6.8 million as compared to $5.2 million

at September 30, 2025, an increase of $1.6 million.

About Equus

The Company is a business development company that

trades as a closed-end fund on the New York Stock Exchange under the symbol "EQS". Additional information on the Company may

be obtained from the Company’s website at www.equuscap.com.

This

press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based

upon the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual

results to differ materially from those contemplated in such forward-looking statements including, in particular, the performance of

the Company, including our ability to achieve our expected financial and business objectives, and the other risks and uncertainties described

in the Company’s filings with the SEC. Actual results, events, and performance may differ. Readers are cautioned not to place undue

reliance on these forward-looking statements, which speak only as to the date hereof. Except as required by law, the Company undertakes

no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances

after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute

an admission by the Company or any other person that the events or circumstances described in such statements are material.

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