Form 8-K

8-K — SARATOGA INVESTMENT CORP.

Accession: 0001213900-26-107199

Filed: 2026-10-06

Period: 2026-10-06

CIK: 0001377936

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0307793-8k_saratoga.htm (Primary)

EX-99.1 — PRESS RELEASE DATED OCTOBER 6, 2026 OF SARATOGA INVESTMENT CORP (ea030779301ex99-1.htm)

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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):

October 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

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

7.50% Notes due 2031

SAV

New York Stock Exchange

8.0% Notes due 2031

SAX

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 (17 CFR §230.405) or Rule 12b-2 of the

Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.02. Results of Operations and Financial Condition.

On October 6, 2026, Saratoga

Investment Corp. issued a press release announcing its financial results for the quarter ended August 31, 2026. A copy of the press release

is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information disclosed

under this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing

made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following Exhibit 99.1

is being furnished herewith to this Current Report on Form 8-K:

Exhibit No.

Description

99.1

Press Release dated October 6, 2026 of Saratoga Investment Corp.*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.

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: October 6, 2026

By:

/s/ Henri J. Steenkamp

Name:

Henri J. Steenkamp

Title:

Financial Officer, Chief Compliance Officer, Treasurer and Secretary

EX-99.1 — PRESS RELEASE DATED OCTOBER 6, 2026 OF SARATOGA INVESTMENT CORP

EX-99.1

Filename: ea030779301ex99-1.htm · Sequence: 2

Exhibit 99.1

Saratoga Investment Corp. Announces Fiscal Second

Quarter 2027 Financial Results

Reports Quarterly Asset Growth of 2.1% and Net

Originations of $37.1 Million, Including Two New Portfolio Companies

Non-Accruals Remain Low at 0.0% of Fair Value

and 1.3% of Cost

Repurchase of 444,124 Shares, Contributing $0.09

Per Share of NAV Accretion

NEW YORK, Oct. 06, 2026 (GLOBE NEWSWIRE) --

Saratoga Investment Corp. (NYSE: SAR) (“Saratoga Investment” or “the Company”), a business development company

(“BDC”), today announced financial results for its fiscal second quarter 2027 ended August 31, 2026.

Summary Financial Information

The Company’s summarized financial information

is as follows:

For the three months ended and as of

($ in thousands, except per share)

August 31,

2026

May 31,

2026

August 31,

2025

Assets Under Management (AUM)

1,150,190

1,126,334

995,295

Net Asset Value (NAV)

352,577

378,455

410,500

NAV per share

22.15

23.23

25.61

Total Investment Income

31,169

30,777

30,626

Net Investment Income (NII) per share

0.45

0.47

0.58

Adjusted NII per share

0.46

0.47

0.58

Earnings per share

(0.41 )

(0.42 )

0.84

Dividends per share (record date)

0.75

Return on Equity – last twelve months

(1.1 )%

4.0 %

9.1 %

– annualized quarter

(7.3 )%

(7.1 )%

13.8 %

Originations

76,113

79,151

52,222

Repayments

39,048

48,415

29,824

Positive highlights during and subsequent to the

quarter include:

● High-quality AUM growth of 2.1% sequentially,

including two new non-software portfolio companies,

● Issuance of an $85.0 million SAX baby bond, which

subsequent to quarter-end increased to $120.8 million through exercise of the green shoe and reopening of the issuance. This issuance

allowed for refinancing of the $105.5 million SAT baby bond, reducing refinancing risk for next year. Opportunistically issued prior to

Labor Day and subsequent increases in interest rates and competitive offerings,

● Repurchases of 444,124 shares at a discount to

NAV resulting in a $0.09 per share NAV per share accretion,

● Took advantage of robust refinancing environment

to reset CLO1 at $350 million at lower rates, three-year reinvestment period, future BDC management fees and significantly improved interest

income,

● Significant Zollege investment appreciation,

and

● Both Pepper Palace and the CLO F-Note have been

sold post quarter-end, thereby eliminating all remaining non-accrual investments, and recently our Exigo red investment was also fully

exited at $8.0 million, resulting in a -6.1% IRR over the life of the investment.

Headwinds during the quarter:

● Balance sheet refinancing resulting in additional

interest expense from higher cost debt while spreads on assets not yet widening, although recent base rate increases will benefit interest

income,

● NAV per share decline includes $0.82 per share

specifically related to company performance in three distinct credits, and $0.30 per share related to dividend distributions exceeding

net investment income, offset by $0.09 per share appreciation from share repurchases, and

● $13.3 million of $25.9 million NAV decline from

accretive share repurchases (32%) and excess dividend distribution (19%) of previously undistributed earnings, which reduces the Company

spillover obligation.

Christian L. Oberbeck, Chairman and Chief Executive

Officer of Saratoga Investment, commented, “Our second-quarter results demonstrate the resilience of our platform despite the continued

pressure affecting private credit markets. We grew assets under management by 2.1% to $1.150 billion, generating $37.1 million of net

originations, while adjusted NII remained relatively stable at $0.46 per share including the cost of our recently refinanced capital structure.

Although company-specific valuation adjustments, most previously highlighted in Q1, reduced NAV during the quarter, our core BDC portfolio

ended the period only 1.6% below cost, and non-accrual investments represented 0.0% of total portfolio fair value and 1.3% of cost, with

both the F-Note and Pepper Palace being sold after quarter-end. We believe these results reflect the underlying quality of the overall

portfolio and our ability to continue deploying capital selectively in a volatile market.”

“Continuing our track record of strong dividend

distributions, we recently announced a base monthly dividend of $0.25 per share, or $0.75 per share in aggregate for the third quarter

of fiscal 2027. Our annualized third quarter dividend of $0.75 per share represents an 18.1% yield based on the stock price of $16.61

as of October 5, 2026, offering strong current income. Originations and AUM growth during the quarter contributed to adjusted NII of $0.46

per share, compared to $0.47 per share last quarter. The modest sequential decline reflected higher interest income from portfolio growth,

including new originations and BB and BBB CLO debt investments, offset by the full-period impact of our recent refinancing activity.”

“Investment activity remained healthy during

the quarter, supported by the continued expansion of our business development capabilities and sponsor relationships. Market dynamics

continued to be very competitive. Despite this, we originated $76.1 million of investments, including investments in two new portfolio

companies and nine follow-on investments, compared with $39.0 million of repayments, resulting in $37.1 million of net originations. Approximately

$9.2 million of the quarter’s originations consisted of BB and BBB CLO debt investments. While competition remains significant and

sentiment across private credit continues to be cautious, we remain highly selective and disciplined in evaluating opportunities given

the uncertain operating environment. Our strong reputation, differentiated market positioning, and the ongoing development of sponsor

relationships continue to create attractive investment opportunities from high-quality sponsors. We remain prudent and discerning in our

underwriting approach, particularly in light of the current volatile and uncertain environment.”

“Saratoga’s overall performance is

reflected in our key performance indicators this past quarter and year, including: (i) an increase in AUM of $23.9 million, or 2.1%, to

$1.150 billion from the previous quarter, and $154.9 million, or 15.6%, from the previous year, (ii) NAV decrease of $25.9 million, or

6.8%, to $352.6 million from the previous quarter, with 49% of the decline due to portfolio adjustments and 51% due to excess dividend

distributions and share repurchases, (iii) LTM ROE of (1.1)% as compared to the industry average of 2.2%, (iv) adjusted NII of $0.46 versus

$0.47 per share last quarter, (v) EPS of $(0.41) per share versus $(0.42) in the previous quarter, and (vi) total dividends of $0.75 per

share, unchanged from last quarter and last year.”

“NAV per share is down by 4.6% from $23.23

per share last quarter to $22.15 per share in Q2. Of the $1.08 per share reduction this quarter, $0.90 per share was attributable to unrealized

depreciation on investments discussed below, and $0.30 per share distribution of dividends in excess of earnings, partially offset by

$0.09 per share of accretion from net share repurchases.”

“Our total $1.150 billion portfolio was

marked down $14.4 million during the quarter from realized gains and unrealized depreciation. The non-CLO portfolio had $15.4 million

of net depreciation, driven primarily by $13.1 million of markdowns in Madison Logic, Exigo and Chronus, reflecting company performance

adjustments, and the sales of Gen4 and Modis that resulted in a $1.5 million reversal of previously recognized unrealized appreciation,

while other marks reflected a combination of lower equity market multiples and changes in market spreads. These declines were partially

offset by $4.5 million of unrealized appreciation in Zollege. The CLO1’s F Note remained at zero fair value, the JV was written

down $1.1 million, representing primarily the effect of $0.8 million of dividend income that reduced fair value, and the BB and BBB portfolio

was relatively flat. We also recognized $2.1 million of realized gains, primarily from the Gen4 and Modis Dental equity conversions as

part of a merger transaction. At quarter-end, our core BDC portfolio was 1.6% below cost and the total portfolio was 4.9% below cost.”

“During the quarter, our core non-CLO net

interest margin increased by $0.2 million to $13.6 million. The average core assets increase of 1.2% and 5 basis points increase in the

average SOFR rate used in the portfolio, was offset by (i) spreads on originations this quarter being 220 basis points lower than the

repayments they replaced, and (ii) increased interest expense due to changes in our capital structure. Shares issued under the DRIP were

fully offset by share repurchases, resulting in no net dilution.”

“Our quarter-end cash position increased

from $60.8 million last quarter to $95.9 million, and used subsequent to quarter-end to redeem the $105.5 million SAT baby bond that was

called.”

“Our overall credit quality remained solid

this quarter, with 96.0% of credits rated in our highest internal category, a result we are proud of given the current headwinds in the

industry, as further seen in this quarter’s markdowns. Pepper Palace and our CLO’s F Note remained on non-accrual and at zero

fair value, together representing 0.0% of portfolio fair value and 1.3% of portfolio cost. With 81.5% of our investments at quarter-end

in first lien debt, generally supported by strong enterprise values and resilient balance sheets in industries that have historically

performed well in stressed situations, we believe our portfolio composition and leverage profile are well structured to handle a wide

range of economic conditions and uncertainty.”

Mr. Oberbeck concluded, “As we reach the

halfway point of fiscal year 2027, the operating environment remains uneven as geopolitical uncertainty, persistent inflation, interest-rate

volatility and concerns regarding AI-related disruption within the software sector continue to affect borrowers and valuations. These

conditions have contributed to higher default activity, declining NAVs across the industry and dividend reductions by several BDCs. At

Saratoga, however, the NAV decline this quarter was concentrated in a limited number of company-specific situations and does not appear

to reflect broad-based deterioration across the portfolio. At the same time, strong BDC debt issuance, firmer values for higher-quality

loans and improving M&A activity point to a market that appears to be stabilizing and increasingly differentiating among managers.

We remain confident that our disciplined, senior secured, first-lien focused underwriting and well-structured balance sheet position Saratoga

to navigate this environment and continue delivering durable, risk-adjusted returns to our shareholders over the long term.”

Discussion of Financial Results for the

Quarter ended August 31, 2026:

● AUM at fair value as of August 31, 2026

was $1.150 billion, an increase of 2.1% from $1.126 billion as of last quarter, and an increase of 15.6% from $995.3 million as of August

31, 2025.

● Total investment income for the three

months ended August 31, 2026, was $31.2 million, an increase of $0.6 million, or 2.0%, from $30.6 million for the quarter ended August

31, 2025, and an increase of $0.4 million, or 1.3%, as compared to $30.8 million for the quarter ended May 31, 2026. This quarter’s

investment income increase, as compared to prior quarters, was primarily due to the full-quarter impact of Q1 originations and the partial-quarter

impact of Q2 originations more than offsetting repayments. Investment income reflects a weighted average interest rate on the core BDC

portfolio of 10.6%, up from 10.5% as of May 31, 2026 and down from 11.3% as of August 31, 2025, and starting to reflect

recent SOFR base rate increases.

● Total expenses for the quarter ended August

31, 2026, excluding interest and debt financing expenses, base management fees and incentive fees, and income and excise taxes, were $2.9

million, an increase of $0.4 million compared to $2.5 million for the quarter ended August 31, 2025, and an increase of $0.2 million as

compared to $2.7 million for the quarter ended May 31, 2026. This represented 0.9% of average total assets on an annualized basis, unchanged

from 0.9% last quarter and up from 0.8% last year.

● Adjusted NII for the quarter ended August

31, 2026, was $7.4 million, or $0.46 per share, compared with $9.1 million, or $0.58 per share, for the quarter ended August 31, 2025

and $7.6 million, or $0.47 per share, for the quarter ended May 31, 2026. The modest sequential decline primarily reflected the impact

of the recent changes to the capital structure increasing interest expense, as well as (i) slight decreases in other income from lower

structuring, advisory and prepayment fees, and (ii) higher base management fees from higher AUM.

● NII Yield as a percentage of average net

asset value for the quarter ended August 31, 2026, was 8.0%. Adjusted NII Yield was 8.1%, as compared to adjusted NII Yield of 9.0% last

year, and 7.8% last quarter.

● NAV was $352.6 million as of

August 31, 2026, a decrease of $57.9 million from $410.5 million as of August 31, 2025, and a decrease of $25.9 million

from $378.5 million as of May 31, 2026.

● NAV per share was $22.15 as

of August 31, 2026, compared to $23.23 as of May 31, 2026, and $25.61 as of August 31, 2025.

● Return on equity (“ROE”) for

the last twelve months ended August 31, 2026, was (1.1%), compared with 9.1% for the comparable period last year, and 4.0% for

the twelve months ended May 31, 2026. ROE on an annualized basis for the quarter ended August 31, 2026 was (7.3)%.

● Repurchased 444,124 shares of common stock

under our Share Repurchase Plan at an average price of $18.91 per share for approximately $8.4 million during the quarter. The shares

were repurchased below NAV, generating approximately $0.11 per share of NAV accretion and fully offsetting shares issued under the Company’s

dividend reinvestment plan.

● The weighted average common shares outstanding

for the quarter ended August 31, 2026 was 16.2 million, down from 16.3 million shares last quarter and increasing from 15.8 million for

the quarter ended August 31, 2025.

Portfolio and Investment Activity for the

Quarter Ended August 31, 2026

● Fair value of Saratoga Investment’s

portfolio was $1.150 billion, excluding $95.9 million in cash and cash equivalents, principally invested in 50 portfolio companies,

one collateralized loan obligation fund (the “CLO”), one joint venture fund (the “JV”), and 32 distinct BB and

BBB CLO debt investments.

● Cost of investments made during the quarter

ended August 31, 2026 were $76.1 million, including two investments in new portfolio companies and nine follow-on investments. Cost of

investments made during the six months ended August 31, 2026 were $155.3 million.

● Principal repayments during the quarter

ended August 31, 2026, were $39.0 million, including two full debt repayments and equity realizations, four partial repayments, plus amortization.

Principal repayments for the six months ended August 31, 2026 were $87.5 million.

o For the quarter ended August 31, 2026, the fair value of the portfolio decreased by $14.4 million of

net realized gains and unrealized depreciation, consisting primarily of (i) $15.4 million of net depreciation in the non-CLO core portfolio,

(ii) a $1.1 million write down in the JV, and (iii) $2.1 million of net realized gains, primarily from the Gen4 and Modis Dental equity

conversions.

o The $15.4 million of net depreciation in the non-CLO core portfolio consisted primarily of three components:

● Madison Logic, Exigo and Chronus continued to

decline and represented $13.1 million of the quarter’s write-downs;

● The equity conversions of Gen4 and Modis resulted

in a $1.5 million reversal of previously recognized unrealized appreciation; and

● The remaining portfolio marks reflected numerous

lower equity market multiples in certain equity positions and the impact of changes in market spreads across the portfolio, offset by

$4.5 million of unrealized appreciation in Zollege.

o Since taking over management of the BDC in 2010, the Company has generated $1.41 billion of repayments

and sales of investments originated by Saratoga Investment, generating a gross unlevered IRR of 14.9%. Total investments originated by

Saratoga are $2.66 billion in 134 portfolio companies.

● The overall portfolio composition consisted

of 81.5% of first lien term loans, 3.9% of second lien term loans, 1.4% of unsecured loans, 6.1% of structured finance securities, and

7.1% of common equity.

● The weighted average current yield on

Saratoga Investment’s portfolio based on current fair values was 9.9%, which was comprised of a weighted average current yield of

10.5% on first lien term loans, 12.0% on second lien term loans, 11.4% on unsecured loans, 10.9% on structured finance securities and

0.0% on equity interests.

● On September 17, 2026, the Company completed

the sixth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to October

2029, extended its legal maturity to October 2037, and established a non-call period ending in April 2028. This new Saratoga CLO will

have approximately $350 million in assets. As part of this refinancing, we invested an additional $16.2 million in newly issued subordinated

notes of the Saratoga CLO and purchased $2.6 million in aggregate principal amount of its Class E-2-R5 notes tranche at par.

Liquidity and Capital Resources

Outstanding Borrowings:

● On August 26, 2026, we issued $85.0 million in

aggregate principal amount of 8.00% fixed-rate notes due 2031 (the “8.00% 2031 Notes”) for net proceeds of approximately $82.3

million. Estimated offering costs incurred were approximately $0.3 million. Interest on the 8.00% 2031 Notes is paid quarterly on February

28, May 31, August 31 and November 30 of each year, with the first payment to be made on November 30, 2026. The Notes will mature on August

31, 2031. The 8.00% 2031 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or

after August 26, 2028. The Company has granted the underwriters an option to purchase up to an additional $12.75 million in aggregate

principal amount of Notes, and on September 2, 2026, the underwriters fully exercised their option for net proceeds to the Company of

$12.4 million after deducting underwriting commissions of approximately $0.4 million. In addition, on September 24, 2026, the Company

issued an additional $23.1 million in aggregate principal amount of its 8.00% Notes due 2031, including $3.0 million pursuant to the underwriters’

exercise in full of their over-allotment option. Net proceeds to the Company were $22.5 million, based on the public offering price of

99.6% of the aggregate principal amount, after deducting underwriting commissions of approximately $0.5 million and estimated offering

expenses of $0.2 million. The Notes are listed on the NYSE under the trading symbol “SAX”. The Company has received an investment

grade private rating of “BBB” from Egan-Jones Ratings Company, an independent, unaffiliated rating agency.

● As of August 31, 2026 Saratoga Investment had

$902.4 million of borrowings outstanding, including $32.5 million under its $85.0 million senior secured revolving Valley Credit Facility

and $37.5 million under its $75.0 million senior secured revolving Live Oak Credit Facility.

● In addition, Saratoga Investment had $84.0 million

of SBA debentures in its SBIC II license outstanding, $129.0 million of SBA debentures in its SBIC III license outstanding, $454.4 million

of listed baby bonds issued, $75.0 million of unsecured unlisted institutional bond issuances, four unlisted private issuances of $90.0

million in total, and an aggregate of $95.9 million in cash and cash equivalents.

● On September 18, 2026, the Company redeemed,

in full, $105.5 million aggregate principal amount of the issued and outstanding 6.00% 2027 Notes. The 6.00% 2027 Notes were redeemed

at 100% of their principal amount, plus the accrued and unpaid interest thereon, through, but excluding, the date of redemption.

Undrawn Borrowing Capacity:

● With $90.0 million available under

the two credit facilities and $95.9 million of cash and cash equivalents as of August 31, 2026, Saratoga Investment has a total

of $185.9 million of undrawn credit facility borrowing capacity and cash and cash equivalents available, however this cash and

the additional bond proceeds raised on September 2, 2026 is to be used for the repayment of the 6.00% 2027 Notes. The available credit

facility can be used for new investments or to support existing portfolio companies in the BDC and the SBIC.

● In addition, Saratoga Investment has $46.0

million in undrawn SBA debentures available from its existing SBIC III license. And in May 2026, legislation amending the Small Business

Investment Act of 1958 increased the individual SBIC leverage limit from $175.0 million to $250.0 million, and the maximum leverage available

for two or more SBICs under common control from $350.0 million to $475.0 million, in each case subject to SBA approvals. On September

4, 2026, the Company received notification from the SBA that SBIC III’s individual leverage limit was increased to $250.0 million,

providing an additional $75.0 million of long-term capital in the form of SBA-guaranteed debentures.

● Availability under the Valley National Bank and

Live Oak credit facilities can change depending on portfolio company performance and valuation. In addition, certain follow-on investments

in SBIC II and the BDC will not qualify for SBIC III funding.

● Total Saratoga Investment undrawn borrowing capacity

is therefore $136.0 million as of August 31, 2026.

● As of August 31, 2026, Saratoga Investment had

$120.0 million of committed undrawn lending commitments and $61.1 million of discretionary funding commitments.

Additionally:

● Saratoga Investment has an active equity distribution

agreement with Ladenburg Thalmann & Co. Inc., Raymond James and Associates, Inc, Lucid Capital Markets, LLC and Compass Point Research

and Trading, LLC, through which the Company may offer for sale, from time to time, up to $300.0 million of common stock through an ATM

offering.

o As of August 31, 2026, Saratoga Investment has sold 8,591,915 shares for gross proceeds of $227.2 million

at an average price of $26.42 for aggregate net proceeds of $225.4 million (net of transaction costs).

o During the three and six months ended August 31, 2026, Saratoga Investment did not sell any shares through

its ATM Program.

Dividend

On September 9, 2026, Saratoga Investment announced

that its Board of Directors declared a base quarterly dividend of $0.75 per share in aggregate for the third quarter of fiscal 2027, declaring

the following three monthly $0.25 per share dividends:

Month

Amount Per Share

Record Date

Payment Date

September 2026

$ 0.25

October 6, 2026

October 22, 2026

October 2026

$ 0.25

November 5, 2026

November 24, 2026

November 2026

$ 0.25

December 3, 2026

December 22, 2026

Shareholders have the option to receive payment

of dividends in cash or receive shares of common stock, pursuant to the Company’s DRIP. Shares issued under the Company’s

DRIP are issued at a 5% discount to the average market price per share at the close of trading on the ten trading days immediately preceding

(and including) the payment date.

The following table highlights Saratoga Investment’s

monthly dividend distribution for fiscal 2027 and annual distribution over the past five years:

Period (Fiscal Year ends Feb)

Base Dividend Per Share

Special Dividend Per Share

Total Dividend Per Share

Fiscal Q3 2027 (November 2026)

$ 0.25

Fiscal Q3 2027 (October 2026)

$ 0.25

Fiscal Q3 2027 (September 2026)

$ 0.25

Fiscal Q2 2027 (August 2026)

$ 0.25

Fiscal Q2 2027 (July 2026)

$ 0.25

Fiscal Q2 2027 (June 2026)

$ 0.25

Fiscal Q1 2027 (May 2026)

$ 0.25

Fiscal Q1 2027 (April 2026)

$ 0.25

Fiscal Q1 2027 (March 2026)

$ 0.25

Total Declared in Fiscal 2027 YTD

$ 2.25

Full Year Fiscal 2026

$ 3.00

$ 0.25

$ 3.25

Full Year Fiscal 2025

$ 2.96

$ 0.35

$ 3.31

Full Year Fiscal 2024

$ 2.86

Full Year Fiscal 2023

$ 2.44

Share Repurchase Plan

As of August 31, 2026, the Company purchased 1,481,822

shares of common stock, at the average price of $21.11 for approximately $31.3 million pursuant to the Share Repurchase Plan. During the

three and six months ended August 31, 2026, the Company purchased 444,124 shares of common stock, at an average price of $18.91 for approximately

$8.4 million pursuant to the Share Repurchase Plan.

Previously, in fiscal year 2015, the Company announced

the approval of an open market share repurchase plan (the “Share Repurchase Plan”) that allows it to repurchase up to 200,000

shares of its common stock at prices below its NAV as reported in its then most recently published financial statements. Since then, the

Share Repurchase Plan has been extended annually, and the Company has periodically increased the amount of shares of common stock that

may be purchased under the Share Repurchase Plan, most recently to 2.7 million shares of common stock. On January 6, 2026, its Board of

Directors extended the Share Repurchase Plan for another year to January 15, 2027.

Fiscal Second Quarter 2027 Conference Call/Webcast

Information

When:

Wednesday, October 7, 2026

10:00 a.m. Eastern Time (ET)

How:

Webcast: Interested parties may access a live webcast of the call and find the Q2 2027 presentation by going to the “Events & Presentations” section of Saratoga Investment Corp.’s investor relations website, Saratoga events and presentations. A replay of the webcast will also be available for a limited time at Saratoga events and presentations.

Call:

To access the call by phone, please go to the Registration Link, and you will be provided with dial-in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time.

About Saratoga Investment Corp.

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, as amended, 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.It also owns 50% of the Class E2R5 notes and 100% of the subordinated notes of the

CLO, 87.5% of both the unsecured loans and membership interests of the JV and 87.5% of the Class E-R notes of the JV CLO. The Company’s

diverse funding sources, combined with a permanent capital base, enable Saratoga Investment to provide a broad range of financing solutions.

Forward Looking Statements

This press release contains

historical information and forward-looking statements with respect to the business and investments of the Company, including, but not

limited to, the statements about future events or our future performance or financial condition. Forward-looking statements can be

identified by the use of forward looking words such as “outlook,” “believes,” “expects,” “potential,”

“continues,” “may,” “will,” “should,” “seeks,” “approximately,”

“predicts,” “intends,” “plans,” “estimates,” “anticipates” or negative versions

of those words, other comparable words or other statements that do not relate to historical or factual matters. The forward-looking statements

are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available

to us. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties.

Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including, but not

limited to: changes in the markets in which we invest; changes in the financial, capital, and lending markets; an economic downturn

or a recession and its impact on the ability of our portfolio companies to operate and the investment opportunities available to us; the

impact of interest rate volatility on our business and our portfolio companies; the uncertainty associated with the imposition of tariffs

and trade barriers and changes in trade policy and its impact on our portfolio companies and the global economy; the impact of supply

chain constraints and labor shortages on our portfolio companies; and the elevated levels of inflation and its impact on our portfolio

companies and the industries in which we invest, as well as those described from time to time in our filings with the Securities

and Exchange Commission.

Any forward-looking statement

speaks only as of the date on which it is made. The Company undertakes no duty to update any forward-looking statements made herein or

on the webcast/conference call, whether as a result of new information, future developments or otherwise, except as required by law. Readers

should not place undue reliance on any forward-looking statements and are encouraged to review the Company’s Annual Report on Form

10-K for the fiscal year ended February 28, 2026 and subsequent filings, including the “Risk Factors” sections therein, with

the Securities and Exchange Commission for a more complete discussion of the risks and other factors that could affect any forward-looking

statements.

Contacts:

Saratoga Investment Corporation

535 Madison Avenue, 4th Floor

New York, NY 10022

Henri Steenkamp

Chief Financial Officer

Saratoga Investment Corp.

212-906-7800

Lena Cati

The Equity Group Inc.

Lena.Cati@theequitygroup.com

212-836-9611

Val Ferraro

The Equity Group Inc.

Val.Ferraro@theequitygroup.com

212-836-9633

Financials

Saratoga Investment Corp.

Consolidated Statements of Assets and Liabilities

August 31, 2026

February 28, 2026

(unaudited)

ASSETS

Investments at fair value

Non-control/Non-affiliate investments (amortized cost of $1,082,091,998 and $1,011,840,007, respectively)

$ 1,056,184,544

$ 1,016,247,566

Affiliate investments (amortized cost of $49,910,512 and $49,429,192, respectively)

49,257,789

52,710,911

Control investments (amortized cost of $77,083,090 and $75,118,675, respectively)

44,748,011

40,175,335

Total investments at fair value (amortized cost of $1,209,085,600 and $1,136,387,874, respectively)

1,150,190,344

1,109,133,812

Cash and cash equivalents

80,087,303

1,680,070

Cash and cash equivalents, reserve accounts

15,786,427

20,105,683

Interest receivable (net of reserve of $1,265,898 and $470,751, respectively)

9,122,307

7,314,053

Management fee receivable

229,150

249,720

Other assets

847,327

781,766

Total assets

$ 1,256,262,858

$ 1,139,265,104

LIABILITIES

Revolving credit facilities

$ 70,000,000

Deferred debt financing costs, revolving credit facilities

(1,236,703 )

(1,670,816 )

SBA debentures payable

213,000,000

160,000,000

Deferred debt financing costs, SBA debentures payable

(4,792,550 )

(3,888,087 )

4.35% Notes Payable 2027

75,000,000

Discount on 4.35% notes payable 2027

(41,071 )

(108,898 )

Deferred debt financing costs, 4.35% notes payable 2027

(170,781 )

(344,393 )

6.25% Notes Payable 2027

15,000,000

Deferred debt financing costs, 6.25% notes payable 2027

(94,894 )

(130,839 )

6.00% Notes Payable 2027

105,500,000

Discount on 6.00% notes payable 2027

(27,924 )

(48,361 )

Deferred debt financing costs, 6.00% notes payable 2027

(470,739 )

(823,774 )

8.00% Notes Payable 2027

46,000,000

Deferred debt financing costs, 8.00% notes payable 2027

(405,603 )

(580,514 )

8.125% Notes Payable 2027

60,375,000

Deferred debt financing costs, 8.125% notes payable 2027

(543,519 )

(748,873 )

8.50% Notes Payable 2028

57,500,000

Deferred debt financing costs, 8.50% notes payable 2028

(661,105 )

(866,230 )

7.25% Notes Payable 2029

25,000,000

Discount on 7.25% notes payable 2029

(442,158 )

Deferred debt financing costs, 7.25% notes payable 2029

(115,176 )

7.25% Notes Payable 2030

50,000,000

Discount on 7.25% notes payable 2030

(394,008 )

(435,318 )

Deferred debt financing costs, 7.25% notes payable 2030

(777,418 )

(775,165 )

7.50% Notes Payable 2031

100,000,000

Deferred debt financing costs, 7.50% notes payable 2031

(3,171,759 )

(3,298,905 )

8.00% Notes Payable 2031

85,000,000

Deferred debt financing costs, 8.00% notes payable 2031

(2,884,102 )

Base management and incentive fees payable

6,893,075

6,602,819

Deferred tax liability

3,600,349

4,579,522

Accounts payable and accrued expenses

853,687

1,771,915

Interest and debt fees payable

5,537,756

3,904,143

Directors fees payable

5,500

Due to Manager

622,572

590,624

Current income tax payable

33,106

Total liabilities

903,686,035

743,109,350

Commitments and contingencies

NET ASSETS

Common stock, par value $0.001, 100,000,000 common shares authorized, 15,915,928 and 16,224,198 common shares issued and outstanding, respectively

15,916

16,224

Capital in excess of par value

433,529,752

439,202,477

Total distributable deficit

(80,968,845 )

(43,062,947 )

Total net assets

352,576,823

396,155,754

Total liabilities and net assets

$ 1,256,262,858

$ 1,139,265,104

NET ASSET VALUE PER SHARE

$ 22.15

$ 24.42

Asset Coverage Ratio

171.9 %

168.4 %

Saratoga Investment Corp.

Consolidated Statements of Operations

(unaudited)

For the three months ended

August 31, 2026

August 31, 2025

INVESTMENT INCOME

Interest from investments

Interest income:

Non-control/Non-affiliate investments

$ 26,680,966

$ 23,697,449

Affiliate investments

710,089

684,587

Control investments

687,577

1,191,555

Payment in kind interest income:

Non-control/Non-affiliate investments

176,321

121,084

Affiliate investments

524,784

604,880

Control investments

19,829

77,880

Total interest from investments

28,799,566

26,377,435

Interest from cash and cash equivalents

441,110

2,360,397

Management fee income

101,090

663,632

Dividend income:

Non-control/Non-affiliate investments

369,276

127,689

Control investments

752,370

903,439

Total dividend from investments

1,121,646

1,031,128

Structuring and advisory fee income

563,616

221,600

Other income

142,196

(28,436 )

Total investment income

31,169,224

30,625,756

OPERATING EXPENSES

Interest and debt financing expenses

14,061,404

12,372,030

Base management fees

5,065,837

4,374,324

Incentive management fees expense (benefit)

1,827,237

2,271,173

Professional fees

626,850

649,899

Administrator expenses

1,350,000

1,283,333

Insurance

80,598

74,310

Directors fees and expenses

125,103

118,500

General and administrative

680,951

412,769

Income tax expense (benefit)

46,080

(11,315 )

Total operating expenses

23,864,060

21,545,023

NET INVESTMENT INCOME

7,305,164

9,080,733

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

Net realized gain (loss) from investments:

Non-control/Non-affiliate investments

2,057,105

52,691

Net realized gain (loss) from investments

2,057,105

52,691

Income tax (provision) benefit from realized gain on investments

(71,949 )

Net change in unrealized appreciation (depreciation) on investments:

Non-control/Non-affiliate investments

(18,387,829 )

478,796

Affiliate investments

(1,515,830 )

139,577

Control investments

3,439,596

3,109,340

Net change in unrealized appreciation (depreciation) on investments

(16,464,063 )

3,727,713

Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments

512,564

423,998

Net realized and unrealized gain (loss) on investments

(13,966,343 )

4,204,402

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$ (6,661,179 )

$ 13,285,135

WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE

$ (0.41 )

$ 0.84

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED

16,155,202

15,775,387

Saratoga Investment Corp.

Consolidated Statements of Operations

(unaudited)

For the six months ended

August 31, 2026

August 31, 2025

INVESTMENT INCOME

Interest from investments

Interest income:

Non-control/Non-affiliate investments

$ 52,686,744

$ 49,162,112

Affiliate investments

1,436,183

1,280,211

Control investments

1,374,293

2,382,216

Payment in kind interest income:

Non-control/Non-affiliate investments

349,612

289,313

Affiliate investments

1,028,394

1,189,629

Control investments

39,415

77,880

Total interest from investments

56,914,641

54,381,361

Interest from cash and cash equivalents

995,496

4,387,608

Management fee income

646,078

1,368,807

Dividend income:

Non-control/Non-affiliate investments

369,276

689,872

Control investments

1,531,222

1,339,857

Total dividend from investments

1,900,498

2,029,729

Structuring and advisory fee income

1,219,979

485,975

Other income

269,457

290,893

Total investment income

61,946,149

62,944,373

OPERATING EXPENSES

Interest and debt financing expenses

27,711,687

24,823,895

Base management fees

10,035,890

8,707,656

Incentive management fees expense (benefit)

3,719,298

4,807,686

Professional fees

1,158,086

1,349,099

Administrator expenses

2,700,000

2,533,333

Insurance

161,196

148,620

Directors fees and expenses

251,103

250,000

General and administrative

1,281,217

1,058,180

Income tax expense (benefit)

29,521

43,139

Total operating expenses

47,047,998

43,721,608

NET INVESTMENT INCOME

14,898,151

19,222,765

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

Net realized gain (loss) from investments:

Non-control/Non-affiliate investments

1,568,957

2,315,675

Control investments

638,355

Net realized gain (loss) from investments

2,207,312

2,954,030

Income tax (provision) benefit from realized gain on investments

(71,949 )

Net change in unrealized appreciation (depreciation) on investments:

Non-control/Non-affiliate investments

(30,315,013 )

850,944

Affiliate investments

(3,934,442 )

93,633

Control investments

2,608,261

3,727,113

Net change in unrealized appreciation (depreciation) on investments

(31,641,194 )

4,671,690

Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments

1,043,388

368,913

Net realized and unrealized gain (loss) on investments

(28,462,443 )

7,994,633

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$ (13,564,292 )

$ 27,217,398

WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE

$ (0.84 )

$ 1.75

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED

16,203,415

15,560,114

Supplemental Information Regarding Adjusted Net Investment Income,

Adjusted Net Investment Income Yield and Adjusted Net Investment Income per Share

On a supplemental basis, Saratoga Investment provides

information relating to adjusted net investment income, adjusted net investment income yield and adjusted net investment income per share,

which are non-GAAP measures. These measures are provided in addition to, but not as a substitute for, net investment income, net investment

income yield and net investment income per share, respectively. These non-GAAP measures should only be used to evaluate the Company’s

results of operations in conjunction with their corresponding GAAP measures. Adjusted net investment income represents net investment

income excluding any capital gains incentive fee expense or reversal attributable to realized and unrealized gains. The management agreement

with the Company’s advisor provides that a capital gains incentive fee is determined and paid annually with respect to cumulative

realized capital gains (but not unrealized capital gains) to the extent such realized capital gains exceed realized and unrealized losses

for such year. In addition, Saratoga Investment accrues, but does not pay, a capital gains incentive fee in connection with any unrealized

capital appreciation, as appropriate. All capital gains incentive fees are presented within net investment income within the Consolidated

Statements of Operations, but the associated realized and unrealized gains and losses that these incentive fees relate to, are excluded.

As such, Saratoga Investment believes that adjusted net investment income, adjusted net investment income yield and adjusted net investment

income per share is a useful indicator of operations exclusive of any capital gains incentive fee expense or reversal attributable to

gains. In addition, adjusted net investment income in fiscal 2027 also excludes the interest expense and amortization of deferred

financing costs related to the 8.0% 2031 Notes during the period while the 6.0% 2027 Notes were already issued and outstanding. This expense

is directly attributable to the issuance of the 8.0% 2031 Notes and the subsequent repayment of the 6.0% 2027 Notes, and this double interest

expense is deemed to be non-recurring in nature and not representative of the operations of Saratoga Investment. The presentation

of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance

with GAAP, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on

any comprehensive set of accounting rules or principles.Pursuant to the requirements of Item 10(e) of Regulation S-K, the

following table provides a reconciliation of net investment income to adjusted net investment income, net investment income yield to adjusted

net investment income yield and net investment income per share to adjusted net investment income per share for the three and six months

ended August 31, 2026 and 2025.

For the Three Months Ended

August 31, 2026

August 31, 2025

Net Investment Income

$ 7,305,164

$ 9,080,733

Changes in accrued capital gains incentive fee expense/ (reversal)

Interest on 8.0% 2031 Notes

122,810

Adjusted net investment income

$ 7,427,974

$ 9,080,733

Net investment income yield

8.0 %

9.0 %

Changes in accrued capital gains incentive fee expense/ (reversal)

Interest on 8.0% 2031 Notes

0.1 %

Adjusted net investment income yield (1)

8.1 %

9.0 %

Net investment income per share

$ 0.45

$ 0.58

Changes in accrued capital gains incentive fee expense/ (reversal)

Interest on 8.0% 2031 Notes

$ 0.01

Adjusted net investment income per share (2)

$ 0.46

$ 0.58

(1) Adjusted net investment income yield is calculated as adjusted

net investment income divided by average net asset value.

(2) Adjusted net investment income per share is calculated as

adjusted net investment income divided by weighted average common shares outstanding.

For the Six Months Ended

August 31, 2026

August 31, 2025

Net Investment Income

$ 14,898,151

$ 19,222,765

Changes in accrued capital gains incentive fee expense/ (reversal)

Interest on 8.0% 2031 Notes

122,810

Adjusted net investment income

$ 15,020,961

$ 19,222,765

Net investment income yield

7.9 %

9.6 %

Changes in accrued capital gains incentive fee expense/ (reversal)

Interest on 8.0% 2031 Notes

0.1 %

Adjusted net investment income yield (3)

8.0 %

9.6 %

Net investment income per share

$ 0.92

$ 1.24

Changes in accrued capital gains incentive fee expense/ (reversal)

Interest on 8.0% 2031 Notes

$ 0.01

Adjusted net investment income per share (4)

$ 0.93

$ 1.24

(3) Adjusted net investment income yield is calculated as adjusted

net investment income divided by average net asset value.

(4) Adjusted net investment income per share is calculated as

adjusted net investment income divided by weighted average common shares outstanding.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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