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Current Report · Items 1.01, 2.03, 9.01 · 8-K

SARATOGA INVESTMENT CORP.

SARNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01. Entry into a Material Definitive Agreement. In connection with the previously announced public offering, on August 26, 2026, Saratoga Investment Corp. (the “Company”) and U.S. Bank Trust Company, National Association, as trustee (as successor in interest to U.S.…

Filed Aug 26, 2026Accepted Aug 26, 2026, 11:27 AM EDTCIK 1377936Accession 0001213900-26-093812
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Company context

Saratoga Investment is a specialty finance company that provides customized financing solutions to U.S. middle-market businesses. The Company invests primarily in senior and unitranche leveraged loans and mezzanine debt, and, to a lesser extent, equity to provide financing for change of ownership transactions, strategic acquisitions, recapitalizations and growth initiatives in partnership with business owners, management teams and financial sponsors. Saratoga Investment’s objective is to create attractive risk-adjusted returns by generating current income and long-term capital appreciation from its debt and equity investments. Saratoga Investment has elected to be regulated as a business development company under the Investment Company Act of 1940 and is externally managed by Saratoga Investment Advisors, LLC, an SEC-registered investment advisor focusing on credit-driven strategies. Saratoga Investment Corp. owns two active SBIC-licensed subsidiaries, having surrendered its first license after repaying all debentures for that fund following the end of its investment period and subsequent wind-down. Furthermore, it manages a $350 million collateralized loan obligation (“CLO”) fund that has recently repriced and reset its reinvestment period and co-manages a joint venture (“JV”) fund that owns a $400 million collateralized loan obligation (“JV CLO”) fund, and has equity and junior security investments in both CLO’s. The Company’s diverse funding sources, combined with a perman

Current securities

Recent company filings

  1. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementSep 24, 2026
  2. 424B2 filingSep 24, 2026
  3. 497AD filingSep 23, 2026
  4. FWP - filed by SARATOGA INVESTMENT CORP. regarding SARATOGA INVESTMENT CORP.Sep 23, 2026
  5. Submission of Matters to a Vote of Security HoldersSep 23, 2026

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. In connection with the previously announced public offering, on August 26, 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 an Eighteenth Supplemental Indenture (the “Eighteenth 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 Eighteenth Supplemental Indenture, the “Indenture”). The Eighteenth Supplemental Indenture relates to the Company’s issuance and sale of $85.0 million in aggregate principal amount of the Company’s 8.00% Notes due 2031 (the “Notes” and the issuance and sale of the Notes, the “Offering”). The Notes bear interest at a rate of 8.00% per year, payable quarterly on February 28, May 31, August 31, and November 30 of each year, beginning November 30, 2026. The Notes will mature on August 31, 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 August 26, 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 redeem in full the Company’s outstanding 6.00% notes due 2027. 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. 333-292765) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated August 18, 2026, the pricing term sheet filed with the SEC on August 18, 2026, and a final prospectus supplement dated August 18, 2026. The transaction closed on August 26, 2026. The net proceeds to the Company were approximately $82,043,750, based on a public offering price of 100% of par, after deducting the underwriting discount of $2,656,250 and the estimated offering expenses of approximately $300,000 payable by the Company. The foregoing descriptions of the Eighteenth 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 Eighteenth 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.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
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 Eighteenth Supplemental Indenture, dated as of August 26, 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 8.00% 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)
Filed exhibits (1)
EX-4.2 (by filename) ea030335001ex4-2.htm

EX-4.2 2 ea030335001ex4-2.htm EIGHTEENTH SUPPLEMENTAL INDENTURE, DATED AS OF AUGUST 26, 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 Exhibit 4.2 EIGHTEENTH SUPPLEMENTAL INDENTURE between SARATOGA INVESTMENT CORP. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of August 26, 2026 THIS EIGHTEENTH SUPPLEMENTAL INDENTURE (this “Eighteenth Supplemental Indenture”), dated as of August 26, 2026, is between Saratoga Investment Corp., a Maryland corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below). RECITALS OF THE COMPANY The Company and the Trustee executed and delivered an Indenture, dated as of May 10, 2013 (the “Base Indenture” and, as supplemented by this Eighteenth Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s unsecured debentures, n…

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