FORM 10-K (Mark One) ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year endedDecember 31, 2025 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to____ Commission File Number 814-00098 EQUUS TOTAL RETURN, INC.(Exact name of registrant as specified in its charter) 76-0345915(I.R.S. Employer Delaware(State or other jurisdiction of incorporation or organization) 77002(Zip Code) 700 Louisiana St. 41st Floor, Houston, Texas(Address of principal executive offices) (former address, if changed since last report) Registrant’s telephone number, including area code:(713) 529-0900 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchangeon Which RegisteredNew York Stock Exchange Trading SymbolEQS Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Table of Contents Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (orsuch shorter period that the registrant was required to submit and post such files).☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 ofthe Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Approximate aggregate market value of common stock held by non-affiliates of the registrant: $8,642,891 computed on the basis of$1.36 per share, the closing price of the registrant’s common stock on the New York Stock Exchange on June 30, 2025. For purposesof calculating this amount only, all directors and executive officers of the registrant have been treated as affiliates. There were13,966,696 shares of the registrant’s common stock, $.001 par value, outstanding as of April XX, 2026. The net asset value of a shareof the Registrant as of December 31, 2025 was $1.19. Portions of the Proxy Statement (to be filed) for the 2026 Annual Shareholder’s meeting are incorporated by reference in Parts II and TABLE OF CONTENTS PART IPageItem 1Business4Item 1ARisk Factors12Item 1BUnresolved Staff Comments24Item 1CCybersecurity24Item 2Properties25Item 3Legal Proceedings25Item 4Mine Safety Disclosures25PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities25Item 6[Reserved]27Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 7AQuantitative and Qualitative Information About Market Risk37Item 8Financial Statements and Supplementary Data38Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure74Item 9AControls and Procedures74Item 9BOther Information76Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections76PART IIIItem 10Directors, Executive Officers and Corporate Governance76Item 11Executive Compensation77Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters77Item 13Certain Relationships and Related Transactions, and Director Independence77Item 14Principal A