Saratoga Investment (NYSE: SAJ) issues $100M 7.50% notes to refinance 2026 debt

Rhea-AI Filing Summary

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.

Insights

Credit & capital structure analyst

Saratoga refinances near-term 2026 notes with longer, higher-coupon 2031 debt.

Saratoga Investment Corp. raised $100.0 million through 7.50% Notes due 2031, with net proceeds of about $96,375,000. The stated intention is to repay 4.375% notes due 2026, pushing out debt maturity while accepting a higher coupon cost.

The new notes are unsecured and rank pari passu with existing unsecured debt, but are effectively and structurally subordinated to secured facilities and subsidiary obligations. Covenants reference Investment Company Act leverage limits and ongoing financial information if Exchange Act reporting ever ceases, providing some protection for noteholders based on statutory frameworks.

Key elements are the callability at par beginning February 6, 2028 and quarterly interest payments. Actual balance sheet impact will depend on execution of the planned repayment of the 4.375% notes at their February 28, 2026 maturity.

false 0001377936 0001377936 2026-02-06 2026-02-06 0001377936 SAR:Commonstockparvalue0.001pershareMember 2026-02-06 2026-02-06 0001377936 SAR:Sec6.00NotesDue2027Member 2026-02-06 2026-02-06 0001377936 SAR:Sec8.00NotesDue2027Member 2026-02-06 2026-02-06 0001377936 SAR:Sec8.125NotesDue2027Member 2026-02-06 2026-02-06 0001377936 SAR:Sec8.50NotesDue2028Member 2026-02-06 2026-02-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): February 6, 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

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.

In connection with the previously announced public offering, on February 6, 2026, Saratoga Investment Corp. (the “Company”) and U.S. Bank Trust Company, National Association, as trustee (as successor in interest to U.S. Bank National Association) (the “Trustee”), entered into a Sixteenth Supplemental Indenture (the “Sixteenth Supplemental Indenture”) to the Base Indenture, dated May 10, 2013, by and between the Company and the Trustee (the “Base Indenture”; and together with the Sixteenth Supplemental Indenture, the “Indenture”). The Sixteenth Supplemental Indenture relates to the Company’s issuance and sale of $100.0 million in aggregate principal amount of the Company’s 7.50% Notes due 2031 (the “Notes” and the issuance and sale of the Notes, the “Offering”).

The Notes bear interest at a rate of 7.50% per year, payable quarterly on February 28, May 31, August 31, and November 30 of each year, beginning May 31, 2026. The Notes will mature on February 6, 2031 and may be redeemed at the Company’s option, in whole or in part at any time, or from time to time on or after February 6, 2028, at the redemption price of par, plus accrued and unpaid interest.

The Company intends to use the net proceeds from the Offering and available cash to pay off the Company’s outstanding 4.375% notes due 2026 at maturity on February 28, 2026.

The Notes are the direct unsecured obligations of the Company and rank pari passu with all existing and future unsecured, unsubordinated indebtedness issued by the Company, senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the Notes, effectively subordinated to all of the existing and future secured indebtedness issued by the Company (including indebtedness that is initially unsecured in respect of which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries, including, without limitation, our special purpose vehicle financing credit facility with Live Oak Banking Company, our special purpose vehicle financing credit facility with Valley National Bank, and the debentures guaranteed by the U.S. Small Business Administration.

The Indenture contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the U.S. Securities and Exchange Commission (the “SEC”), to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-269186) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated January 29, 2026, the pricing term sheet filed with the SEC on January 30, 2026, and a final prospectus supplement dated January 29, 2026. The transaction closed on February 6, 2026. The net proceeds to the Company were approximately $96,375,000, based on a public offering price of 100% of par, after deducting the underwriting discount of $3,125,000 and the estimated offering expenses of approximately $500,000 payable by the Company.

The foregoing descriptions of the Sixteenth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Sixteenth Supplemental Indenture and the form of global note representing the Notes, respectively, which is filed as Exhibits 4.2 and 4.3 hereto, respectively, and incorporated by reference herein.

1

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 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Indenture by and between Saratoga Investment Corp. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit (d)(4) to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-186323) filed on April 30, 2013).
4.2		Sixteenth Supplemental Indenture, dated as of February 6, 2026, by and between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee.
4.3		Form of Global Note with respect to the 7.50% Notes due 2031 (Incorporated by reference to Exhibit 4.2 hereto).
5.1		Opinion of Eversheds Sutherland (US) LLP.
23.1		Consent of Eversheds Sutherland (US) LLP (included in Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: February 6, 2026	By:	/s/ Henri J. Steenkamp
	Name:	Henri J. Steenkamp
	Title:	Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary

3

FAQ

What did Saratoga Investment Corp. (SAJ) announce in this 8-K?

Saratoga Investment Corp. issued $100.0 million of 7.50% Notes due 2031. The unsecured notes pay quarterly interest, are callable at par from February 6, 2028, and the company plans to use proceeds to repay its 4.375% notes due 2026 at maturity.

What are the key terms of Saratoga Investment’s new 7.50% Notes due 2031?

The notes carry a 7.50% annual interest rate and mature February 6, 2031. Interest is paid quarterly on February 28, May 31, August 31, and November 30, starting May 31, 2026. They are redeemable at par plus accrued interest on or after February 6, 2028.

How will Saratoga Investment Corp. (SAJ) use the $100 million note proceeds?

Saratoga plans to use net proceeds to retire 4.375% notes due 2026. Approximately $96.4 million in net proceeds, together with available cash, is intended to pay off those notes at their February 28, 2026 maturity, extending the company’s debt maturity profile.

What is the ranking of Saratoga Investment’s new 7.50% Notes due 2031?

The notes are direct unsecured obligations of Saratoga Investment Corp. They rank pari passu with existing and future unsecured, unsubordinated debt, are effectively subordinated to secured indebtedness up to collateral value, and structurally subordinated to all existing and future obligations of the company’s subsidiaries.

What covenants apply to Saratoga Investment Corp.’s new 2031 notes?

The indenture includes leverage and reporting-related covenants. Saratoga must comply with Investment Company Act asset coverage provisions, considering any SEC exemptive relief, and provide financial information to noteholders and the trustee if it ceases to be subject to Exchange Act reporting requirements, subject to stated limitations and exceptions.

What were the net proceeds and costs of Saratoga Investment’s $100 million note offering?

The company received approximately $96,375,000 in net proceeds. This reflects a public offering price of 100% of par, less a $3,125,000 underwriting discount and about $500,000 of estimated offering expenses payable by Saratoga Investment Corp.