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  4. [8-K] SARATOGA INVESTMENT CORP. Reports Material Event

Saratoga Investment (NYSE: SAJ) to retire 2027 notes with higher‑rate 2031 debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Saratoga Investment Corp. (SAJ) entered into an underwriting agreement on August 18, 2026 to issue and sell $85,000,000 aggregate principal amount of 8.00% Notes due 2031. Underwriters also have an option, exercisable within 30 days of the final prospectus supplement, to purchase up to an additional $12,750,000 of these notes. The company intends to list the new notes on the New York Stock Exchange under the symbol “SAX”, with closing expected on August 26, 2026, subject to customary conditions.

On August 19, 2026, Saratoga Investment Corp. gave notice that it will redeem, in full, $105,500,000 aggregate principal amount of its 6.00% Notes due 2027 on September 18, 2026. The redemption price equals 100% of principal (or $25 per note) plus accrued and unpaid interest through, but excluding, the redemption date. Aggregate accrued interest payable will be $316,500, or $0.07500 per $25 note. The company states that the redemption will be funded using proceeds from the new notes offering and available cash, and that interest on the redeemed notes will cease to accrue after the redemption date.

Positive

  • $105.5 million of 6.00% Notes due 2027 will be fully redeemed on September 18, 2026, eliminating that debt maturity.
  • Redemption of the 6.00% 2027 Notes is funded by the new notes offering and available cash, providing a clear funding source for the transaction.

Negative

  • The company is issuing $85,000,000 of new 8.00% Notes due 2031, a higher coupon than the redeemed 6.00% 2027 notes, increasing stated interest cost per dollar of debt.
  • Underwriters may purchase up to an additional $12,750,000 of 8.00% Notes due 2031, potentially adding to total debt outstanding.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New Notes Issuance $85,000,000 Aggregate principal amount of 8.00% Notes due 2031 to be issued
New Notes Interest Rate 8.00% Coupon on Notes due 2031
Underwriters’ Option $12,750,000 Additional aggregate principal amount of 8.00% Notes due 2031 the underwriters may purchase
Notes Being Redeemed $105,500,000 Aggregate principal amount of 6.00% Notes due 2027 to be redeemed
Redeemed Notes Interest Rate 6.00% Coupon on Notes due 2027 being redeemed
Redemption Date September 18, 2026 Date on which 6.00% Notes due 2027 will be redeemed in full
Aggregate Accrued Interest $316,500.00 Total accrued interest payable on 6.00% Notes due 2027 at redemption
Backup Withholding Rate 24% Possible U.S. federal income tax backup withholding on gross payments to certain holders
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) by and among"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
shelf registration statement regulatory
"pursuant to the Company’s effective shelf registration statement on Form N-2"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
aggregate principal amount financial
"issuance and sale of $85,000,000 in aggregate principal amount of the Company’s"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Redemption Date financial
"The Company will redeem $105.5 million ... on September 18, 2026 (the “Redemption Date”)"
The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.
backup withholding financial
"may be required to backup withhold at a rate of 24% on any gross payment"

FAQ

What new debt is Saratoga Investment Corp. (SAJ) issuing in August 2026?
Saratoga Investment Corp. is issuing $85,000,000 aggregate principal amount of 8.00% Notes due 2031. Underwriters may also buy up to an additional $12,750,000 of these notes under an option exercisable within 30 days.

How will Saratoga Investment Corp. (SAJ) use the proceeds from the 8.00% Notes due 2031?
The company will use proceeds from the 8.00% Notes due 2031, together with available cash, to redeem $105.5 million of its outstanding 6.00% Notes due 2027 in full on September 18, 2026.

When will Saratoga Investment Corp. (SAJ) redeem its 6.00% Notes due 2027 and at what price?
Saratoga Investment Corp. will redeem its $105,500,000 6.00% Notes due 2027 on September 18, 2026 at 100% of principal (or $25 per note) plus accrued and unpaid interest through, but excluding, the redemption date.

How much interest will be paid on redemption of Saratoga Investment Corp. (SAJ) 6.00% 2027 Notes?
On the redemption date, holders will receive aggregate accrued interest of $316,500.00, which equals $0.07500 for each $25 principal amount of the 6.00% Notes due 2027 being redeemed.

Will the new Saratoga Investment Corp. (SAJ) notes be listed on an exchange?
The company intends to list the new 8.00% Notes due 2031 on the New York Stock Exchange under the trading symbol “SAX” within 30 days of the original issue date.

What backup withholding rate may apply to Saratoga Investment Corp. (SAJ) note redemption payments?
Under U.S. federal income tax law, the trustee or other withholding agent may be required to backup withhold at a rate of 24% on certain redemption payments to holders who do not meet specified tax certification requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
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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): August 18, 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 August 18, 2026, Saratoga Investment Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Saratoga Investment Advisors, LLC, on the one hand, and Lucid Capital Markets, LLC, as representative of the several underwriters named in Schedule I thereto, on the other hand, in connection with the issuance and sale of $85,000,000 in aggregate principal amount of the Company’s 8.00% Notes due 2031 (the “Notes” and the issuance and sale of the Notes, the “Offering”). The underwriters also may purchase from the Company up to an additional $12,750,000 in aggregate principal amount of Notes within 30 days of the date of the final prospectus supplement, dated August 18, 2026. The Company intends to list the Notes on the New York Stock Exchange within 30 days of the original issue date under the trading symbol “SAX.” The closing of the Offering is expected to occur on August 26, 2026, subject to the satisfaction of customary closing conditions.

 

The Underwriting Agreement includes customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

 

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-292765), previously filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement dated August 18, 2026, the pricing term sheet filed with the SEC on August 18, 2026, and a final prospectus supplement dated August 18, 2026. 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.

 

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and incorporated by reference herein.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 8.01. Other Events.

 

On August 19, 2026, the Company caused notices to be issued to the holders of its 6.00% Notes due 2027 (CUSIP No. 80349A 802) (the “6.00% 2027 Notes”) regarding the Company’s exercise of its option to redeem, in full, the issued and outstanding 6.00% 2027 Notes, pursuant to Section 1104 of the Indenture, dated as of May 10, 2013, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee”), as trustee, and Section 1.01(h) of the Tenth Supplemental Indenture, dated as of April 27, 2022, by and between the Company and the Trustee. The Company will redeem $105.5 million in aggregate principal amount of the issued and outstanding 6.00% 2027 Notes on September 18, 2026 (the “Redemption Date”), using the proceeds from the Offering described above and available cash. The redemption price for the 6.00% 2027 Notes equals 100% of the $105.5 million aggregate principal amount of the 6.00% 2027 Notes being redeemed on the Redemption Date, plus the accrued and unpaid interest thereon, through, but excluding, the Redemption Date. A copy of the notice of redemption of the 6.00% 2027 Notes is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
1.1   Underwriting Agreement, dated August 18, 2026, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Lucid Capital Markets, LLC, as representative of the several underwriters named in Schedule I thereto, on the other hand.
99.1   Notice of Redemption of 6.00% Notes due 2027.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: August 19, 2026 By: /s/ Henri J. Steenkamp
  Name: Henri J. Steenkamp
  Title: Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary

 

2

 

Exhibit 99.1

 

NOTICE OF REDEMPTION TO

 

THE HOLDERS OF THE

 

6.00% Notes due 2027

of Saratoga Investment Corp.

(CUSIP No. 80349A 802)*

 

Redemption Date: September 18, 2026

 

NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture, dated as of May 10, 2013 (the “Base Indenture”), by and between Saratoga Investment Corp., a Maryland corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee”), and Section 1.01(h) of the Tenth Supplemental Indenture, dated as of April 27, 2022 (the “Tenth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee, that the Company is electing to exercise its option to redeem, in whole, the 6.00% Notes due 2027 (the “Notes”). The Company will redeem $105,500,000 in aggregate principal amount of the issued and outstanding Notes on September 18, 2026 (the “Redemption Date”). The redemption price for the Notes equals 100% of the $105,500,000 aggregate principal amount of the Notes being redeemed (or $25 in principal amount per Note), plus the accrued and unpaid interest thereon through, but excluding, the Redemption Date (the “Redemption Payment”). The aggregate accrued interest on the Notes being redeemed that is payable on the Redemption Date will be $316,500.00 (or $0.07500 on each $25 principal amount of the Notes being redeemed).

 

On the Redemption Date, the Redemption Payment will become due and payable to the holders of the Notes (the “Holders”). Interest on the $105,500,000 in aggregate principal amount of the issued and outstanding Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Payment with respect to the Notes, the only remaining right of the Holders with respect to the Notes will be to receive payment of the Redemption Payment upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Payment with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.

 

Payment of the Redemption Payment to the Holders will be made upon presentation and surrender of the Notes in the following manner:

 

 

If by Mail, Hand or Overnight Mail:

U.S. Bank Trust Company, National Association

Corporate Trust Services

111 Fillmore Avenue E.

St. Paul, MN 55107

 

*The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption.

 

 

 

 

NOTICE

 

Under U.S. federal income tax law, the Trustee or other withholding agent may be required to backup withhold at a rate of 24% on any gross payment to a Holder (other than a corporation, financial institution, or Holder that otherwise qualifies for an exemption) (i) who fails to provide a taxpayer identification number and other required certifications or (ii) with respect to whom the Internal Revenue Service (“IRS”) notifies the Trustee or other withholding agent that such holder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. To establish an exemption from backup withholding, a Holder will need to complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption and otherwise comply with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules are not additional taxes and may be allowed as a refund or a credit against a Holder’s U.S. federal income tax liability, if any, provided that such holder timely provides certain required information to the IRS. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.

 

  Saratoga Investment Corp.
   
Dated: August 19, 2026 By: U.S. Bank Trust Company,
National Association (as successor in interest
for U.S. Bank National Association),
as Trustee and Paying Agent

 

 

 

Source: View Original Filing on SEC EDGAR

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