SARATOGA INVESTMENT CORP.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 5, 2026, the Board of Directors (the “Board”) of Saratoga Investment Corp. (the “Company”) increased the size of the Board from five to six members and appointed Scott E. Zoellner as a director of the Company for a term expiring at the Company’s 2027 annual meeting of stockholders, effective immediately. The Board also determined that Mr. Zoellner is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Company and is independent in accordance with the NYSE rules. The Board appointed Mr. Zoellner to its audit committee, its compensation committee, and its nominating and corporate governance committee. There are no arrangements or understandings between Mr. Zoellner and any other persons pursuant to which he was selected as a director, nor is there any family relationship between Mr. Zoellner and any of the Company’s directors or executive officers. In addition, Mr. Zoellner is not a party to any current or proposed transaction between the Company and Mr. Zoellner or his immediate family members that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Zoellner is a Partner and the Chief Operating and Financial Officer of Niobrara Capital, a technology-oriented middle market private equity firm. At Niobrara Mr. Zoellner serves on the investment committee, oversees the administrative and finance functions of the firm and leads all capital markets activities. Prior to 2025, Mr. Zoellner was a Partner at AEA Investors LP for 21 years, serving as Chief Operating Officer and Group Head of the Private Debt Group and a member of the Investment Committees for the firm’s junior capital and senior debt strategies. His responsibilities included serving as an observer on several portfolio company boards. In 2022 Mr. Zoellner was named Head of Capital Markets for AEA Investors’ private equity groups. Prior to AEA, Mr. Zoellner was a Managing Director in Leveraged Finance Investment Banking at Credit Suisse (now UBS). Mr. Zoellner received a B.A. in economics and political science from Trinity College and an M.B.A. from the NYU Stern School of Business. In connection with Mr. Zoellner’s appointment to the Board, the Company and Mr. Zoellner entered into an indemnification agreement, a form of which is incorporated by reference as an exhibit to the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on May 5, 2026.