Saratoga Investment (NYSE: SAJ) prices $100M 7.50% 2031 notes

Rhea-AI Filing Summary

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.

Insights

Credit & Capital Structure Analyst

Saratoga raises $100M via 7.50% notes maturing in 2031.

Saratoga Investment Corp. is issuing $100,000,000 of 7.50% Notes due 2031, with underwriters able to buy an extra $15,000,000. This adds long-dated fixed-rate debt, which can support portfolio growth or refinancing, depending on how the company deploys the proceeds.

The notes are expected to list on the NYSE under symbol SAV within 30 days of the original issue date, potentially improving liquidity and pricing transparency for investors. Closing is expected on February 6, 2026, subject to customary closing conditions, so actual impact will depend on successful completion and later disclosures on use of funds.

false 0001377936 0001377936 2026-01-29 2026-01-29 0001377936 SAR:Commonstockparvalue0.001pershareMember 2026-01-29 2026-01-29 0001377936 SAR:Sec6.00NotesDue2027Member 2026-01-29 2026-01-29 0001377936 SAR:Sec8.00NotesDue2027Member 2026-01-29 2026-01-29 0001377936 SAR:Sec8.125NotesDue2027Member 2026-01-29 2026-01-29 0001377936 SAR:Sec8.50NotesDue2028Member 2026-01-29 2026-01-29 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): January 29, 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.

On January 29, 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 $100,000,000 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 underwriters also may purchase from the Company up to an additional $15,000,000 aggregate principal amount of Notes within 30 days of the date of the final prospectus supplement, dated January 29, 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 “SAV.” The closing of the Offering is expected to occur on February 6, 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. 333-269186), previously filed with the Securities and Exchange Commission (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. 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 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 29, 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.
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: January 30, 2026	By:	/s/ Henri J. Steenkamp
	Name:	Henri J. Steenkamp
	Title:	Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary

2

FAQ

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

Saratoga Investment Corp. entered an underwriting agreement to issue $100,000,000 of 7.50% Notes due 2031. The deal includes a potential $15,000,000 additional purchase by underwriters and is expected to close on February 6, 2026, subject to customary conditions.

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

The company is issuing 7.50% Notes due 2031 with an initial aggregate principal amount of $100,000,000. Underwriters may buy up to an extra $15,000,000 within 30 days of the final prospectus supplement, providing additional financing capacity if fully exercised.

Will Saratoga Investment’s new 7.50% notes be listed on a stock exchange?

Yes. Saratoga Investment Corp. intends to list the 7.50% Notes due 2031 on the New York Stock Exchange. The notes are expected to trade under the symbol “SAV” within 30 days of the original issue date, enhancing market visibility and tradability.

When is the closing of Saratoga Investment Corp.’s 7.50% notes offering expected?

The closing of the 7.50% Notes due 2031 offering is expected on February 6, 2026. This timing is subject to the satisfaction of customary closing conditions detailed in the underwriting agreement with Lucid Capital Markets, LLC and the other underwriters.

Who is underwriting Saratoga Investment’s 7.50% Notes due 2031 offering?

The offering is underwritten by Lucid Capital Markets, LLC, acting as representative of the several underwriters named in the agreement. The underwriting agreement contains customary representations, warranties, covenants, indemnification, and contribution provisions for both Saratoga Investment Corp. and the underwriters.

Under which SEC registration is Saratoga Investment issuing the 7.50% notes?

The 7.50% Notes due 2031 are being issued under Saratoga Investment Corp.’s effective shelf registration statement on Form N-2, File No. 333-269186. The offering is supported by a preliminary prospectus supplement, pricing term sheet, and final prospectus supplement dated January 29, 2026.