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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):
October 8, 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 |
| 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 |
| 8.00% Notes due 2031 |
|
SAX |
|
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
October 8, 2026, Saratoga Investment Corp. (the “Company”) and its wholly owned financing subsidiary, Saratoga Investment
Funding II LLC (“SIF II” or the “Borrower”), entered into the First Amendment to the Credit and Security Agreement
(the “Amendment” and as amended by the Amendment, the “Credit Agreement”), by and among SIF II, as borrower, the
Company, as collateral manager and as equityholder, the lenders parties thereto, Valley National Bank, as administrative agent, and U.S.
Bank Trust Company, National Association, as collateral agent, and collateral administrator (the “Valley Credit Facility”).
The Amendment, among other things: (i) increases the borrowings available under the Valley Credit Facility from $85.0 million to $110.0
million; (ii) increases the amount whereby SIF II, during the first two years following the closing date, is permitted to request one
or more increases in the commitment amount from $100.0 million to $135.0 million, subject to certain terms and conditions and a customary
fee; (iii) provides that the Advance Rate (as defined in the Credit Agreement) with respect to Unitranche Loans (as defined in the Credit
Agreement) will not exceed 70%; (iv) increases the aggregate amount by which the total of the Borrowing Base Value of all Collateral Loans
may be concentrated in the healthcare industry from 25.0% to 35.0% of Aggregate ECA Value (each as defined in the Credit Agreement); (v)
increases the aggregate amount by which the total of the Borrowing Base Value of all Collateral Loans which are made to the three largest
Obligors (as defined in the Credit Agreement) from 30.0% to 35.0% of Aggregate ECA Value; and (vi) amends the definition of “Key
Person” to replace Henri Steenkamp with Christine Ramdihal.
The foregoing description is
only a summary of the material provisions of the Amendment and is qualified in its entirety by reference to a copy of the Amendment, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K 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 set forth in
Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
First Amendment to Credit and Security Agreement, dated as of October 8, 2026, by and among Saratoga Investment Funding II, LLC, as borrower, Saratoga Investment Corp., as collateral manager and equityholder, the lenders parties thereto, Valley National Bank, as administrative agent, and U.S. Bank Trust Company, National Association, as collateral agent, and collateral administrator. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 9, 2026 |
By: |
/s/ Henri J. Steenkamp |
| |
Name: |
Henri J. Steenkamp |
| |
Title: |
Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary |