[Form 4] SARATOGA INVESTMENT CORP. NEW Insider Trading Activity

Rhea-AI Filing Summary

On 30 Jul 2025 Spectral AI, Inc. (MDAIW) filed a Form S-8 to register 8,000,000 shares of common stock (par $0.0001) for issuance under its 2023 Long-Term Incentive Plan. The registered pool comprises (i) 4,356,145 shares underlying outstanding stock options, (ii) 59,700 shares underlying RSUs, and (iii) 3,584,155 shares reserved for future grants.

The plan, adopted 10 Nov 2023 and approved by shareholders 14 May 2024, authorises a broad range of equity and cash-based awards. Spectral AI is a non-accelerated, smaller-reporting, emerging-growth company; no financial data or fundraising accompanies this filing. Standard Delaware indemnification provisions, existing D&O insurance, and exhibits (legal opinion, auditor consent, plan documents) are included.

The submission enables employee incentives but may incrementally dilute existing shareholders as awards vest or are exercised.

Insights

Corporate Governance Expert

TL;DR – S-8 provides authorised equity to incentivise staff; routine governance step, limited immediate market impact.

The filing implements the board- and shareholder-approved 2023 LTIP, ensuring legal compliance and disclosure while aligning management interests with investors. Registering shares up-front streamlines future grants and confirms availability of opinion and auditor consents, minimising legal risk. Indemnification language mirrors Delaware norms and existing D&O insurance continuity post-SPAC merger. Overall, administratively sound with neutral strategic effect.

Portfolio Manager

TL;DR – 8 M new shares create potential dilution; impact depends on company’s total float and award vesting.

The pool equals a meaningful stake for an early-stage, emerging-growth issuer. While equity incentives aid talent retention, conversion of 4.36 M options and 59.7 k RSUs plus future grants could weigh on per-share metrics. Absence of concurrent capital raise means no cash inflow to offset dilution. Without visibility on current shares outstanding, the relative scale is unclear, but investors should model worst-case dilution when valuing MDAIW.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Steenkamp Henri J

(Last) (First) (Middle)

535 MADISON AVE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SARATOGA INVESTMENT CORP. [ SAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO, CCO, Treasurer and Sec.

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/29/2025		J(1)		4,373	A	$0	43,527	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Mr. Steenkamp received 4,373 shares of common stock from Christian Oberbeck as compensation.

	/s/ HENRI J. STEENKAMP	07/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.