Form 8-K

8-K — EQUUS TOTAL RETURN, INC.

Accession: 0001712543-26-000041

Filed: 2026-05-22

Period: 2026-05-21

CIK: 0000878932

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — f8k_equus05212026.htm (Primary)

EX-99.1 — PRESS RELEASE (ex991_pressrelease52126.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: f8k_equus05212026.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): May

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 May 21, 2026, Equus Total Return, Inc. issued a

press release announcing its net asset value for the quarter ended March 31, 2026. 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 May 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: May 21,

2026

By: /s/ Kenneth I. Denos

Name: Kenneth I. Denos

Title: Secretary

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: ex991_pressrelease52126.htm · Sequence: 2

Exhibit 99.1

Contact:

Equus Total Return, Inc.

1-888-323-4533

EQUUS ANNOUNCES FIRST QUARTER NET ASSET VALUE

HOUSTON, TX – May 21, 2026 – Equus

Total Return, Inc. (NYSE: EQS) (“Equus” or the “Company”) reports net assets as of March 31, 2026, of $20.9

million. Net asset value per share increased to $1.50 as of March 31, 2026, from $1.19 as of December 31, 2025. Comparative data is summarized

below (in thousands, except per share amounts):

As of the Quarter Ended

3/31/2026

12/31/2025

9/30/2025

6/30/2025

3/31/2025

Net assets

$20,930

$16,570

$26,504

$34,111

$34,197

Shares outstanding

13,967

13,586

Net assets per share

$1.50

$1.19

$1.90

$2.51

$2.52

Net Asset Value Changes. The following were

the principal contributors to changes in the net asset value of the Company in the first quarter of 2026:

· Increase 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 significantly higher short and long-term prices for crude oil, the value of

the Company’s holding in Morgan increased by $5.0 million at March 31, 2026, compared to December 31, 2025.

· Decrease in Fair Value of Holdings in CitroTech, Inc.

The Company holds shares of common stock and a common stock purchase warrant in CitroTech, Inc., a developer of fire suppression products

(NYSE: CITR). During the first quarter of 2026, the trading price of CITR shares increased from $8.08 to $8.63 per share. Also during

the first quarter of 2026, the Company sold 92,581 of its holding of CITR shares. At March 31, 2026, the Company collectively valued its

remaining CITR shares and the CITR warrant at an aggregate of $6.3 million as compared to $6.8 million at December 31, 2025, a decrease

of $0.5 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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