Saratoga Investment Corp. 8.00% Notes due 2027 8-K Filings

Saratoga Investment Corp. completed an offering of $23,092,350 aggregate principal amount of its 8.00% Notes due 2031 on September 24, 2026, including the underwriters’ exercise of the overallotment option. After issuance, the outstanding aggregate principal amount of these notes was $120,842,350. The company received approximately $22,519,659.72 in net proceeds and intends to use them to repay a portion of indebtedness under its Valley National Bank special purpose vehicle financing credit facility.

The notes pay interest at 8.00% per year, quarterly beginning November 30, 2026, and mature August 31, 2031. The company may redeem them at par plus accrued and unpaid interest, in whole or in part, on or after August 26, 2028. They are direct unsecured obligations, rank equally with the company’s unsecured, unsubordinated indebtedness, and are effectively subordinated to secured debt and structurally subordinated to subsidiary obligations.

Saratoga Investment Corp. stockholders elected G. Cabell Williams and Henri J. Steenkamp to the board at the September 22, 2026 annual meeting, with terms running until the 2029 annual meeting or until successors are duly elected and qualified. Stockholders also approved Ernst & Young LLP’s selection as independent registered public accounting firm for the fiscal year ending February 28, 2026. As of July 27, 2026, 16,080,916 common shares were eligible to vote, and 11,352,552 were voted in person or by proxy.

Saratoga Investment Corp. (SAJ) announced a leadership transition in its finance and compliance functions. Henri J. Steenkamp will step down as Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary for health-related reasons effective October 31, 2026, and will remain on the Board, continue as CFO of the company’s SBIC subsidiaries, and serve as a consultant to support continuity.

The Board promoted Christine Ramdihal, currently Controller, to Chief Accounting Officer and Treasurer, and she will become the principal financial officer as of the effective date. Rochelle Kracoff, currently Assistant Chief Compliance Officer and Treasury Manager, was promoted to Chief Compliance Officer and Secretary. The company highlighted that these promotions reflect established succession planning and that Steenkamp did not express any disagreement regarding operations, policies or practices.

Saratoga Investment Corp. (SAJ) entered into an Eighteenth Supplemental Indenture with U.S. Bank Trust Company to issue and sell $85.0 million of 8.00% Notes due 2031 in a public offering under its shelf registration.

The Notes bear interest at 8.00% per year, payable quarterly on February 28, May 31, August 31, and November 30, beginning November 30, 2026, and mature on August 31, 2031. They are redeemable at the company’s option at par plus accrued interest on or after August 26, 2028. Net proceeds of approximately $82,043,750, together with available cash, are intended to redeem in full the company’s outstanding 6.00% notes due 2027. The Notes are unsecured obligations ranking pari passu with Saratoga Investment Corp.’s other unsecured, unsubordinated indebtedness and are subject to covenants tied to asset coverage and reporting requirements under the Investment Company Act of 1940 and the Exchange Act.

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.

Saratoga Investment Corp. increased its Board of Directors from five to six members and appointed Scott E. Zoellner as a director, effective August 5, 2026, for a term expiring at the 2027 annual meeting of stockholders.

The Board determined that Zoellner is not an “interested person” under the Investment Company Act of 1940 and is independent under NYSE rules. He was appointed to the audit, compensation, and nominating and corporate governance committees. The company states there are no selection arrangements, family relationships, or related-party transactions requiring disclosure. Zoellner is a partner and Chief Operating and Financial Officer of Niobrara Capital, with prior senior roles at AEA Investors and Credit Suisse. In connection with his appointment, he entered into an indemnification agreement in the form previously filed as an exhibit to the company’s Form 10‑K.

Saratoga Investment Corp. reported fiscal first quarter 2027 results for the quarter ended May 31, 2026, showing pressure on earnings and net asset value. Assets under management rose 1.6% sequentially to $1.126 billion, driven by $31 million of net originations, including two new portfolio companies.

Total investment income was $30.8 million, with net investment income of $7.6 million, or $0.47 per share, down from $0.66 a year earlier. Earnings per share were a loss of $0.42, mainly from $15.2 million of net unrealized depreciation, which reduced NAV to $378.5 million, or $23.23 per share, versus $24.42 last quarter.

Credit metrics remained relatively strong, with non-accruals at 0.0% of fair value and 1.2% of cost and 98.3% of credits in the highest internal rating. The company declared base monthly dividends of $0.25 per share for each month of its second fiscal quarter 2027, totaling $0.75 per share and equating to a 14.0% yield based on a $21.42 share price.

Saratoga Investment Corp. reported financial results for its fiscal year and fourth quarter ended February 28, 2026, highlighted by higher assets and returns but lower income. Assets under management reached $1.109 billion, up 13.4% year-over-year, while net asset value rose to $396.2 million, a 0.9% increase.

Return on equity improved to 9.1% versus 7.5% a year earlier and the BDC industry average of 4.3%. Full-year earnings per share were $2.31, up from $2.02, and total dividends reached $3.74 per share, including a $0.25 special dividend. Total investment income declined to $125.7 million from $148.9 million, and net investment income per share fell to $2.32 from $3.81, reflecting pressure from lower short-term rates and tighter spreads.

For the fourth quarter, Saratoga generated net originations of $101.1 million, supporting five new platforms and fifteen follow-on investments, and kept non-accruals low at 0.2% of fair value and 1.2% of cost. The company’s board also declared three monthly base dividends of $0.25 per share for the first quarter of fiscal 2027, totaling $0.75.

Saratoga Investment Corp. issued $25,000,000 of 7.25% Notes due 2029 in a private placement to an institutional investor. The notes pay 7.25% annual interest quarterly and mature on April 10, 2029, with an option for the company to extend maturity to October 10, 2029.

The company received approximately $24,275,000 in net proceeds, based on a 98.00% purchase price and about $225,000 of expenses, and plans to use the funds for general corporate purposes. The notes are unsecured, rank pari passu with other unsecured debt, are callable at par plus interest on or after April 10, 2027, and may be increased in additional private offerings up to an aggregate $50,000,000 by July 10, 2026.

The indenture includes asset coverage and dividend covenants tied to the Investment Company Act of 1940 and provides noteholders with a repayment option if specified management changes occur or if certain regulatory asset coverage requirements are breached.

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.

Saratoga Investment Corp. issued and sold $100.0 million of new 7.50% Notes due 2031 under a supplemental indenture with U.S. Bank Trust Company. These unsecured notes pay 7.50% annual interest quarterly starting May 31, 2026 and mature on February 6, 2031.

The notes can be redeemed at the company’s option at par plus accrued interest on or after February 6, 2028. Saratoga intends to use the approximately $96.4 million in net proceeds, together with available cash, to repay its 4.375% notes due 2026 at their February 28, 2026 maturity.

The notes rank pari passu with Saratoga’s other unsecured, unsubordinated debt, are effectively subordinated to secured borrowings, and are structurally subordinated to obligations of subsidiaries. The indenture includes leverage and reporting covenants tied to Investment Company Act provisions, with certain limitations and exceptions.

Saratoga Investment Corp. entered into an underwriting agreement to issue and sell $100,000,000 aggregate principal amount of its 7.50% Notes due 2031. The underwriters also have a 30-day option to buy up to an additional $15,000,000 of these notes.

The company plans to list the notes on the New York Stock Exchange under the symbol “SAV” within 30 days of the original issue date. Closing of the offering is expected on February 6, 2026, subject to customary closing conditions, and the agreement includes standard representations, covenants, and indemnification provisions.

Saratoga Investment Corp. has issued and sold $50,000,000 of 7.25% Senior Unsecured Notes due May 1, 2030 in a private placement to an institutional purchaser. The Notes were priced at 99.117% of face value, generating approximately $48.5 million in net proceeds after about $1.5 million of fees and expenses, all payable by the company. The Notes bear interest at 7.25% per year, payable semi-annually on May 1 and November 1, starting May 1, 2026, and may be redeemed at par plus a make-whole premium before January 23, 2028 and at par thereafter.

The company intends to use the net proceeds to redeem its outstanding 4.375% Notes due 2026 and for general corporate purposes. The Notes are unsecured senior obligations ranking equally with other unsecured, unsubordinated debt and are effectively or structurally subordinated to secured debt and subsidiary obligations. Saratoga also entered into a Registration Rights Agreement requiring it to register an exchange offer for substantially identical registered notes and to complete that exchange offer no later than 365 days after initial issuance, or pay additional interest if it does not meet these obligations.

Saratoga Investment Corp. furnished an update announcing its financial results for the quarter ended November 30, 2025. The company released these results in a press release dated January 7, 2026, which is included as an exhibit to the report and incorporated by reference. The press release provides the detailed financial figures and commentary, while the report itself clarifies that this information is being furnished rather than filed for liability purposes under securities laws.

Saratoga Investment Corp. entered a new secured credit facility with Valley National Bank for up to $85.0 million, with the option during the first two years to request increases to an amount not to exceed $100.0 million, subject to terms and a customary fee. The facility matures on November 6, 2028 and requires a minimum drawn amount equal to the greater of $25.0 million or 38% of the facility amount in effect.

Borrowings bear interest at Term SOFR + 2.85% with a 1.00% SOFR floor. An unused fee applies at 0.75% when unused commitments exceed 62% of the total, otherwise 0.50%. Advances are governed by a borrowing base with advance rates on eligible loans ranging from 25% to 75%, and include interest coverage and overcollateralization tests.

The facility is secured by a first‑priority lien on substantially all assets of the borrowing subsidiary and an equity pledge by the Company. Related agreements include a loan sale/contribution arrangement and a limited guaranty, plus a springing guaranty that becomes effective on the tenth business day following a defined Rating Event if not cured. The Company also terminated its prior Encina facility after satisfying all obligations.

Saratoga Investment Corp. furnished a press release announcing its financial results for the quarter ended August 31, 2025. The press release is included as Exhibit 99.1 and provides details on the company’s operations and financial condition for that period. The information in this report, including Exhibit 99.1, is being furnished rather than filed under securities law and is only incorporated into other documents if specifically referenced.

Saratoga Investment Corp. reported the results of its 2025 Annual Meeting of Stockholders held on September 25, 2025. As of the July 29, 2025 record date, 15,951,835 shares of common stock were eligible to vote, and 11,533,981 shares were represented in person or by proxy. Stockholders elected Steven M. Looney and Charles S. Whitman III as directors to serve until the 2028 Annual Meeting or until their successors are elected and qualified. Mr. Looney received 4,474,615 votes for and 892,437 votes withheld, while Mr. Whitman received 4,365,201 votes for and 1,001,851 votes withheld. Stockholders also ratified the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending February 28, 2026, with 10,593,050 votes for, 848,257 votes against, and 92,674 abstentions.