Saratoga Investment Corp. (SAJ) shifts ATM stock program to new shelf

Rhea-AI Filing Summary

Saratoga Investment Corp. filed a current report describing an update to its at-the-market common stock offering program. The company and its adviser entered into Amendment No. 5 to the equity distribution agreement with Lucid Capital Markets, Ladenburg Thalmann, Compass Point, and Raymond James.

The amendment, dated March 13, 2026, migrates the at-the-market offering program to Saratoga Investment Corp.’s effective shelf registration statement on Form N-2 (333-292765) from a prior Form N-2 shelf. Any shares of common stock sold under this program will be issued pursuant to the updated registration statement and related prospectus documents.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 13, 2026

SARATOGA INVESTMENT CORP.

(Exact Name of Registrant as Specified in Charter)

Maryland		814-00732		20-8700615
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

535 Madison Avenue New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 906-7800

Not Applicable

(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)
	☐	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))

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 Stock, par value $0.001 per share		SAR		New York Stock Exchange
6.00% Notes due 2027		SAT		New York Stock Exchange
8.00% Notes due 2027		SAJ		New York Stock Exchange
8.125% Notes due 2027		SAY		New York Stock Exchange
8.50% Notes due 2028		SAZ		New York Stock Exchange
7.50% Notes due 2031		SAV		New York Stock Exchange

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On July 30, 2021, Saratoga Investment Corp. (the “Company”) established an “at-the-market” offering (the “ATM Program”), pursuant to which the Company may sell, from time to time through the distribution agents, shares of the Company’s common stock, par value $0.001 per share (the “Shares”).

On March 13, 2026, in connection with the effectiveness of the Company’s shelf registration statement on Form N-2 (333-292765) (the “Registration Statement”), the Company and Saratoga Investment Advisors, LLC (the “Adviser”) entered into amendment no. 5 (“Amendment No. 5”) to the equity distribution agreement (as amended, the “Equity Distribution Agreement”) with Lucid Capital Markets, LLC (“Lucid”), Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Compass Point Research & Trading, LLC (“Compass Point”), and Raymond James & Associates, Inc. (“Raymond James” and together with Lucid, Ladenburg, and Compass Point, the “Agents”). Amendment No. 5 was entered into by and among the Company, the Adviser and the Agents to, among other things, reflect the migration of the ATM Program to the Registration Statement from the Company's previous shelf registration statement on Form N-2 (File No. 333-269186).

Further details regarding the Equity Distribution Agreement, as amended by Amendment No. 5, and the ATM Program are set forth in the Company’s prospectus supplement, dated March 13, 2026 (the “ATM Prospectus Supplement”), and the accompanying prospectus, dated March 11, 2026 (together with the ATM Prospectus Supplement, including, in each case, any information incorporated by reference therein, the “Prospectus”), filed by the Company with the Securities and Exchange Commission.

The foregoing description of Amendment No. 5 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 5, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the opinion of Eversheds Sutherland (US) LLP relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.

The Shares, if any, will be issued pursuant to the Registration Statement and the Prospectus, as supplemented from time to time.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Eversheds Sutherland (US) LLP
10.1		Amendment No. 5, dated March 13, 2026, to Equity Distribution Agreement by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Lucid Capital Markets, LLC, Ladenburg Thalmann & Co. Inc., Compass Point Research & Trading, LLC, and Raymond James & Associates, Inc.
23.1		Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1 hereto)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	SARATOGA INVESTMENT CORP.
Date: March 13, 2026	By:	/s/ Henri J. Steenkamp
	Name:	Henri J. Steenkamp
	Title:	Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary

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FAQ

What did Saratoga Investment Corp. (SAJ) change in its at-the-market offering program?

Saratoga Investment Corp. updated its at-the-market common stock offering program by entering Amendment No. 5 to its equity distribution agreement. The change primarily moves the program to a new effective Form N-2 shelf registration statement and maintains existing distribution agents.

Which firms act as agents in Saratoga Investment Corp.’s updated ATM Program?

The agents in Saratoga Investment Corp.’s updated at-the-market offering program are Lucid Capital Markets, Ladenburg Thalmann & Co. Inc., Compass Point Research & Trading, and Raymond James & Associates, Inc., each serving as a distribution agent under the amended equity distribution agreement.

What is the purpose of Amendment No. 5 for Saratoga Investment Corp. (SAJ)?

Amendment No. 5 updates the equity distribution agreement so the at-the-market offering program operates under Saratoga Investment Corp.’s current Form N-2 shelf registration statement. It replaces reliance on a previous Form N-2 shelf while keeping the same agents involved.

Under which registration statement will Saratoga Investment Corp. issue shares in the ATM Program?

Shares in Saratoga Investment Corp.’s at-the-market offering program will be issued under its shelf registration statement on Form N-2 with file number 333-292765. Related sales will use the accompanying prospectus and a prospectus supplement dated March 13, 2026.

Does this Saratoga Investment Corp. 8-K itself offer or sell any securities?

The 8-K explicitly states it does not constitute an offer to sell or a solicitation to buy securities. Any sales under the at-the-market program must occur only where properly registered or qualified under applicable state and other securities laws.

What legal opinions are included with Saratoga Investment Corp.’s amendment filing?

The filing includes an opinion from Eversheds Sutherland (US) LLP on the legality of issuing and selling shares under the prospectus. A related consent from the same firm is also included as an exhibit, supporting the updated at-the-market program documentation.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 AMENDMENT NO. 5, DATED MARCH 13, 2026, TO EQUITY DISTRIBUTION AGREEMENT BY AND A 19.2 KB

Other Documents

• EX-5.1 OPINION OF EVERSHEDS SUTHERLAND (US) LLP 17.2 KB
• EX-101 XBRL SCHEMA FILE 4.4 KB
• EX-101 XBRL DEFINITION FILE 27.4 KB
• EX-101 XBRL LABEL FILE 37.8 KB
• EX-101 XBRL PRESENTATION FILE 26.0 KB