8-K - GOF - Equibles

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):November 24, 2025 (November 21, 2025)

Guggenheim Strategic Opportunities Fund

(Exact name of Registrant as Specified in Its Charter)

Delaware	811-21982		20-5997403
(State or other jurisdiction	(Commission File Number)		(I.R.S. Employer
of incorporation)			Identification No.)
227 West Monroe Street
Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (312) 827-0100
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 (see General Instruction A.2. below):

¨	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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value	GOF	New York Stock Exchange

Item 1.01. Entry into a Material Definitive Agreement.

Guggenheim Strategic Opportunities Fund (NYSE: GOF) (the “Fund”) has entered into a Controlled Equity Offering^SM^Sales Agreement, dated July 1, 2019, as amended by First Amendment to Controlled Equity Offering^SM^ Sales Agreement, dated February 1, 2021, Second Amendment to Controlled Equity Offering^SM^ Sales Agreement, dated September 16, 2021, Third Amendment to Controlled Equity Offering^SM^ Sales Agreement, dated March 27, 2023, Fourth Amendment to Controlled Equity Offering^SM^ Sales Agreement, dated May 3, 2024, and Fifth Amendment to Controlled Equity Offering^SM^ Sales Agreement, dated November 21, 2025 (as amended, the “Sales Agreement”), by and among the Fund, Guggenheim Funds Investment Advisors, LLC, and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) relating to the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”). In accordance with the terms of the Sales Agreement, the Fund may offer and sell Common Shares having an aggregate initial offering price of up to $1,000,000,000, from time to time, through Cantor Fitzgerald as agent for the Fund for the offer and sale of the Common Shares (the “Offering”).

The Offering has been made pursuant to a prospectus supplement, dated November 21, 2025, and the accompanying prospectus, dated November 21, 2025, as supplemented from time to time, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-291739) previously filed with the Securities and Exchange Commission (the “Registration Statement”).

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is in part incorporated by reference to the Registration Statement and in part filed with this report as Exhibit 1.1 and incorporated herein by reference.

Item 8.01. Other Events.

On November 24, 2025, the Fund commenced the Offering pursuant to the Registration Statement. The Fund incorporates by reference the exhibit filed herewith into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

1.1	Fifth Amendment to Controlled Equity Offering^SM^ Sales Agreement, dated November 21, 2025, by and among the Fund, Guggenheim Funds Investment Advisors, LLC, and Cantor Fitzgerald & Co.

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.

GUGGENHEIM STRATEGIC OPPORTUNITIES FUND

Date: November 24, 2025	By:	/s/ Mark E. Mathiasen
		Name: Mark E. Mathiasen<br><br> <br>Title: Secretary

GUGGENHEIM STRATEGIC OPPORTUNITIES FUND

COMMON SHARES (PAR VALUE $0.01 PER SHARE)

FIFTH AMENDMENT

CONTROLLED EQUITY OFFERING℠ SALES AGREEMENT

November 21, 2025

THIS FIFTH AMENDMENT (this “Amendment”) to the Sales Agreement (defined below) is entered into on and as of November 21, 2025, by and among Guggenheim Strategic Opportunities Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Cantor Fitzgerald & Co. (“CF&Co”, and together with the Fund and Adviser, the “Parties”). Capitalized terms used and not defined in this Amendment have the meanings ascribed thereto in the Sales Agreement.

WHEREAS, the Parties entered into that certain Controlled Equity Offering℠ Sales Agreement, dated July 1, 2019 (the “Original Sales Agreement”), with respect to the issuance and sale of up to 11,250,000 shares of the Fund’s common shares of beneficial interest, par value $0.01 per share (“Common Shares”);

WHEREAS, on February 1, 2021, the Parties entered into that certain First Amendment to Controlled Equity Offering℠ Sales Agreement (the “FirstAmendment”), with respect to the issuance and sale of Common Shares having an aggregate initial offering price of up to $159,724,117;

WHEREAS, on September 16, 2021, the Parties entered into that certain Second Amendment to Controlled Equity Offering℠ Sales Agreement (the “SecondAmendment”), with respect to the issuance and sale of Common Shares having an aggregate initial offering price of up to $374,537,331;

WHEREAS, on March 27, 2023, the Parties entered into that certain Third Amendment to Controlled Equity Offering℠ Sales Agreement (the “Third Amendment”), with respect to the issuance and sale of Common Shares having an aggregate initial offering price of up to $330,024,727;

WHEREAS, on May 3, 2024, the Parties entered into that certain Fourth Amendment to Controlled Equity Offering℠ Sales Agreement (as amended, the “SalesAgreement”), with respect to the issuance and sale of Common Shares having an aggregate initial offering price of up to $850,000,000; and

WHEREAS, the Parties desire to amend the Sales Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

1. The first sentence of Section 1 of the Sales Agreement is hereby amended and replaced in its entirety with the following:

The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through CF&Co, acting as agent and/or principal, the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), having an aggregate initial offering price of up to $1,000,000,000 (the “Placement Shares”), as the Fund and CF&Co shall mutually agree from time to time.

2. The fifth sentence of Section 1 of the Sales Agreement is hereby amended and replaced in its entirety with the following:

The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 (File Nos. 333-291739 and 811-21982) (the “registration statement”).

3. Each of the Fund and the Adviser represent to CF&Co that it has duly authorized, executed and delivered this Amendment.

4. Except as modified and amended in this Amendment, the Sales Agreement shall remain in full force and effect.

5. This Amendment shall be governed by and construed in accordance with the law governing the Sales Agreement.

6. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.

Very truly yours,

GUGGENHEIM STRATEGIC

OPPORTUNITIES FUND

By:	/s/ Brian E. Binder <br><br>Name: Brian E. Binder<br><br>Title: President and Chief Executive Officer

GUGGENHEIM FUNDS INVESTMENT ADVISORS, LLC

By:	/s/ Brian E. Binder <br><br>Name: Brian E. Binder<br><br>Title: President and Chief Executive Officer

Signature Page to Fifth Amendment to Controlled Equity Offering℠Sales Agreement

ACCEPTED, as of the date first-above written:

CANTOR FITZGERALD & CO.

By: /s/ Sameer Vasudev

Name: Sage Kelly

Title: Managing Director

Signature Page to Fifth Amendment to Controlled Equity Offering℠Sales Agreement