Form 8-K

8-K — SARATOGA INVESTMENT CORP.

Accession: 0001213900-26-052225

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001377936

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0289168-8k_saratoga.htm (Primary)

EX-99.1 — PRESS RELEASE DATED MAY 5, 2026 OF SARATOGA INVESTMENT CORP (ea028916801ex99-1.htm)

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8-K — CURRENT REPORT

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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):

May 5, 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

7.50% Notes due 2031

SAV

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 May 5, 2026, Saratoga Investment

Corp. issued a press release announcing its financial results for the quarter and full year ended February 28, 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 May 5, 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: May 5, 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 MAY 5, 2026 OF SARATOGA INVESTMENT CORP

EX-99.1

Filename: ea028916801ex99-1.htm · Sequence: 2

Exhibit 99.1

Saratoga Investment Corp. Announces

2026 Fiscal Year and Fourth Quarter Financial

Results

Reports 13.4% Increase in AUM and 0.9% Increase

in NAV Year-Over-Year

Annual ROE of 9.1% Beats Previous Year ROE of

7.5% and the BDC Industry Average of 4.3%

Net Deployments of $101.1 Million for the Fourth

Fiscal Quarter 2026, Supporting Five New Platforms and Fifteen Follow-Ons

Non-Accruals Remain Low at 0.2% of Fair Value

and 1.2% of Cost

NEW YORK, May 04, 2026 (GLOBE NEWSWIRE) -- Saratoga

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

today announced financial results for its 2026 fiscal year and fourth quarter ended February 28, 2026.

Summary Financial Information

The Company’s summarized financial information

is as follows:

For the years ended and as of

($ in thousands, except per share)

February 28,

2026

February 28, 2025

February 29, 2024

Assets Under Management (AUM)

1,109,134

978,078

1,138,794

Net Asset Value (NAV)

396,156

392,666

370,224

NAV per share

24.42

25.86

27.12

Total Investment Income

125,713

148,855

143,720

Net Investment Income (NII) per share

2.32

3.81

4.49

Adjusted NII per share

2.37

3.81

4.10

Earnings per share

2.31

2.02

0.71

Dividends per share (record date)

3.74 *

3.30 **

2.82

Return on Equity – last twelve months

9.1 %

7.5 %

2.5 %

Originations

309,502

168,077

246,101

Repayments

178,890

312,113

30,271

* Actual dividend of $3.74 per share, includes

the additional special dividend of $0.25 per share declared during fiscal 2026 third quarter

** Actual dividend of $3.30 per share, includes

the additional special dividend of $0.35 per share declared during fiscal 2025 third quarter

For the three months ended and as of

($ in thousands, except per share)

February 28, 2026

November 30, 2025

February 28, 2025

Assets Under Management (AUM)

1,109,134

1,015,950

978,078

Net Asset Value (NAV)

396,156

413,207

392,666

NAV per share

24.42

25.59

25.86

Total Investment Income

31,123

31,646

31,295

Net Investment Income (NII) per share

0.48

0.61

0.56

Adjusted NII per share

0.53

0.61

0.56

Earnings per share

(0.16 )

0.74

(0.05 )

Dividends per share (record date)

1.00 *

1.09 **

0.72

Return on Equity – last twelve months

9.1 %

9.7 %

7.5 %

– annualized quarter

(2.6 )%

13.5 %

(0.7 )%

Originations

135,139

72,122

41,802

Repayments

34,020

54,943

15,867

* Actual dividend of $1.00 per share, includes

the additional special dividend of $0.25 per share declared during fiscal 2026 third quarter

** Actual dividend of $1.09 per share, includes

the additional special dividend of $0.35 per share declared during fiscal 2025 third quarter

Christian L. Oberbeck, Chairman and Chief Executive

Officer of Saratoga Investment, commented, “This quarter’s results reflect continued execution of our core objectives, highlighted

by net positive originations including five new portfolio companies added during the quarter, sustained long-term AUM growth, and a strong

annual return on equity of 9.1% beating both our prior year and the industry. Our core BDC portfolio delivered strong results with continued

solid credit quality, demonstrating the durability of our portfolio in what has been a challenging and volatile macroeconomic backdrop.”

“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 first quarter

of fiscal 2027. Our annualized first quarter dividend of $0.75 per share represents a 12.6% yield based on the stock price of $23.89 as

of May 4, 2026, offering strong current income. Originations and AUM growth were strong during the quarter, contributing to adjusted NII

of $0.53 per share, including the impact of a $1.7 million excise tax expense. Adjusted for this excise tax, NII was $0.61 per share,

consistent with the prior quarter. Overall, our adjusted NII continues to reflect the impact of declining short-term interest rates and

tightening spreads on our largely floating rate asset base.”

“During the quarter, we saw a meaningful

increase in deal activity, consistent with a pick-up in M&A volume despite persistent sector headwinds and the cautious sentiment

that has taken hold across the broader private credit sector. Market dynamics continued to be very competitive. While our portfolio saw

multiple debt repayments in Q4, our strong origination activity more than offset those exits, resulting in net originations of $101.1

million for the quarter from $135.1 million in new originations across five new investments and fifteen follow-ons. Our strong reputation,

differentiated market positioning, and the ongoing development of sponsor relationships continue to create attractive investment opportunities

from high quality sponsors. Investment activity continued post quarter-end, with one new portfolio company investment and multiple follow-ons

already closed. 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) annual ROE of 9.1% beating the BDC industry average

of 4.3%, (ii) NAV increase of $3.5 million, or 0.9%, from the previous year to $396.2 million, (iii) an increase in AUM of $93.1 million,

or 9.2%, to $1.109 billion from the previous quarter, and $131.0 million, or 13.4%, from the previous year, (iv) adjusted NII of $0.61,

excluding excise taxes, unchanged from last quarter, (v) EPS of $2.31 per share, up from $2.02 in the previous year, and (vi) total dividends

of $3.74 per share versus $3.30 per share in fiscal 2025, with this year including a $0.25 per share special dividend versus last year’s

$0.35 per share special dividend. Sequential quarter NAV per share is down by 4.6% from $25.59 per share to $24.42 per share, adjusting

for the $0.25 per share special dividend paid this quarter, NAV per share is down 3.6%.”

“NAV per share is down this year from $25.86

to $24.42, or $1.44 per share, with total NII of $2.31 and a total dividend distribution of $3.74. The $1.43 of distributions in excess

of NII approximates the entire 12-month reduction in NAV per share. This excess distribution represents previously undistributed NII profits

from prior years.”

“Our total $1.109 billion portfolio was

marked down $9.6 million during the quarter, including net depreciation of $3.1 million in the non-CLO core portfolio and unrealized depreciation

of $5.5 million in the CLO and JV. Our investment in Zollege that previously had been restructured and written off, continues to perform

strongly with $3.3 million of unrealized appreciation recognized this quarter. As of quarter-end, our core non-CLO portfolio remains 1.6%

above cost, with our specific CLO and JV portfolio 62.2% below their cost for a total portfolio valuation at 2.4% below cost. These results

reflect the quality of our direct lending underwriting, the strength of our portfolio companies and their sponsors, and our focus on well-selected

industry segments with favorable risk-adjusted returns.”

“During the quarter, our core BDC net interest

margin decreased from $13.5 million last quarter to $13.0 million. The average core assets increase of 5.6% was more than offset by (i)

the average SOFR rate used in the portfolio decreasing by 12 basis points from last quarter, (ii) accelerated OID of $0.9 million on the

sale of the JV CLO’s E-Note from last quarter not repeating, (iii) spreads on originations this quarter being almost 200 basis points

lower than on the repayments they replaced, and (iv) the relative timing of this quarter’s originations and repayments.”

“Our quarter-end cash position decreased

meaningfully from $169.6 million last quarter to $21.8 million in the current quarter due in large part to strong origination activity

and the refinancing of the $175 million institutional note.”

“Our overall credit quality remained solid

this quarter, with 96.8% of credits rated in our highest internal category, a result we are proud of given the current headwinds in the

industry. Two investments are now on non-accrual status, being Pepper Palace, which has been restructured, and our CLO’s F-note,

that has been put on non-accrual for the first time, together representing 0.2% of fair value and 1.2% of cost. With 82.1% of our investments

at quarter-end in first lien debt and 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 kick off

our fiscal year 2027, the macroeconomic environment remains complex, shaped by geopolitical tensions, evolving U.S. tariff policies, and

concerns about AI and software. All of these aspects, combined with an uncertain interest rate environment, combine to create elevated

volatility and continued uncertainty on credit spreads across the private credit sector. While negative press and sentiment weighs on

the public BDC market, at this time it appears that these very negative perceptions are not commensurate with the current market performance

in the broader private credit market. As we continue to focus on underwriting strong credit and long-term growth, we continue to grow

our team, adding three new Associates and two new Managing Director hires this year, including most recently, David DeSantis, who joined

Saratoga as Chief Operating Officer and Senior Managing Director.”

“We are encouraged by the recent improvement

in M&A activity and continued strength of our pipeline. Our portfolio is significantly positioned in senior secured, first lien loans

in strong businesses. With our experienced management team, disciplined underwriting, and strong balance sheet, we are confident in our

ability to grow our portfolio responsibly and deliver durable, risk-adjusted returns to our shareholders over the long term.”

Discussion of Financial Results for the

Year and Quarter ended February 28, 2026:

● AUM

as of February 28, 2026 was $1.109 billion, an increase of 13.4% from $978.1 million as of February 28, 2025, and an increase of 9.2%

from $1.016 billion as of last quarter.

● Total

investment income for the year ended February 28, 2026, was $125.7 million, a decrease of $23.2 million, or 15.5%, from $148.9 million

in the year ended February 28, 2025. For the three months ended February 28, 2026, total investment income was $31.1 million, a decrease

of $0.2 million, or 0.5%, from $31.3 million for the quarter ended February 28, 2025, and a decrease of $0.5 million, or 1.7%, as compared

to $31.6 million for the quarter ended November 30, 2025. This quarter’s investment income decrease as compared to prior quarters

was primarily due to SOFR base rate decreases over the past quarter and year, partially offset by higher average AUM levels this quarter.

Investment income reflects a weighted average interest rate on the core BDC portfolio of 10.4%, down from 10.6% as of November 30,

2025 and 11.5% as of February 28, 2025, with the yield reduction primarily reflecting SOFR base rate decreases over the past

year, but also indicative of recent tight spreads experienced on new originations versus historically higher spreads on repaid assets.

● Total

expenses for the fiscal year ended February 28, 2026, excluding interest and debt financing expenses, base management fees and incentive

fees, and income and excise taxes, increased $1.7 million from $9.3 million to $11.0 million as compared to fiscal year 2025. Total expenses

for the quarter ended February 28, 2026, excluding interest and debt financing expenses, base management fees and incentive fees, and

income and excise taxes, increased $1.0 million to $2.4 million as compared to $1.4 million for the quarter ended February

28, 2025, and decreased $0.9 million as compared to $3.3 million for the quarter ended November 30, 2025. This represented 0.8% of average

total assets on an annualized basis, unchanged from both last quarter and last year.

● Adjusted

NII for the year ended February 28, 2026, was $37.5 million, a decrease of $15.5 million, or 29.2%, from $53.0 million in the previous

year. Adjusted NII for the quarter ended February 28, 2026, was $8.5 million, an increase of $0.5 million, or 6.2%, from $8.0 million

in the quarter ended February 28, 2025, and a decrease of $1.3 million, or 12.8% from $9.8 million in the quarter ended November 30,

2025. The decrease from last quarter, in addition to the abovementioned interest and operating expense changes, reflects the impact of

the $1.7 million excise tax paid during this quarter, partially offset by the reduction in interest expense on borrowings resulting from

the repayment of $20 million private bonds during the quarter.

● NII

Yield as a percentage of average net asset value was 9.2% for the year ended February 28, 2026. Adjusted for the incentive fee accrual

related to net capital gains and double interest expense and amortization of deferred financing costs related to the 7.25% 2030 Notes

and the 7.5% SAV Notes during the period while the 4.375% 2026 Notes were already issued and outstanding, the NII Yield was 9.3%. In

comparison, adjusted NII Yield was 14.1% for the year ended February 28, 2025. For the quarter ended February 28, 2026, NII Yield as

a percentage of average net asset value was 7.7%. Adjusted NII Yield was 8.4%, as compared to adjusted NII Yield of 8.4% last year, and

9.5% last quarter.

● NAV

was $396.2 million as of February 28, 2026, an increase of $3.5 million from $392.7 million as of February

28, 2025, and a decrease of $17.0 million from $413.2 million as of November 30, 2025.

● NAV

per share was $24.42 as of February 28, 2026, compared to $25.86 as of February 28, 2025, and $25.59

as of November 30, 2025. This quarter included the additional $0.25 per share special dividend payment. Excluding this additional dividend,

NAV per share would have been $24.67 per share.

● Return

on equity (“ROE”) for the last twelve months ended February 28, 2026, was 9.1%, up from 7.5% for the comparable

period last year, and down from 9.7% for the twelve months ended November 30, 2025. ROE on an annualized basis for the quarter ended

February 28, 2026 was (2.6)%.

● The

weighted average common shares outstanding for the quarter ended February 28, 2026 was 16.2 million, increasing from 16.1 million

and 14.5 million for the quarters ended November 30, 2025 and February 28, 2025, respectively.

Portfolio and Investment Activity for the

Year and Quarter Ended February 28, 2026

● Fair

value of Saratoga Investment’s portfolio was $1.109 billion, excluding $21.8 million in cash and cash equivalents, principally

invested in 49 portfolio companies, one collateralized loan obligation fund (the “CLO”), one joint venture fund (the “JV”),

and 24 distinct BB and BBB CLO debt investments.

● Cost

of investments made during the year ended February 28, 2026, were $309.5 million, including 9 investments in new portfolio companies

and 32 follow-on investments. Cost of investments made during the quarter ended February 28, 2026, were $135.1 million, including five

investments in new portfolio companies and 15 follow-on investments.

● Principal

repayments during the year ended February 28, 2026, were $178.9 million. Principal repayments during the quarter ended February 28,

2026, were $34.0 million, including one equity realization, two full debt repayments and five partial repayments, plus amortization.

o For the quarter ended February 28, 2026, the fair value of

the portfolio decreased by $9.6 million of net realized losses and unrealized depreciation, consisting of (i) net unrealized

depreciation of $3.1 million in the Non-CLO portfolio, including Pepper Palace and Zollege, (ii) net unrealized depreciation of $6.2

million in the CLO, JV, and BB portfolio, and (iii) net realized losses of $0.3 million, consisting of the realization of the prior Roscoe

equity write-down of $0.5 million, partially offset by the receipt of an escrow payment on Hema Terra generating a $0.2 million realized

gain.

o Since taking over management of the BDC in 2010, the Company

has generated $1.37 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 $2.53 billion in 130 portfolio companies.

● The

overall portfolio composition consisted of 82.1% of first lien term loans, 3.9% of second lien term loans, 1.5% of unsecured loans,

4.9% of structured finance securities, and 7.6% of common equity.

● The

weighted average current yield on Saratoga Investment’s portfolio based on current fair values was 9.6%, which was comprised

of a weighted average current yield of 10.2% on first lien term loans, 11.9% on second lien term loans, 10.9% on unsecured loans, 11.6%

on structured finance securities and 0.0% on equity interests.

Liquidity and Capital Resources

Outstanding Borrowings:

● On

April 10, 2026, we issued $25.0 million in aggregate principal amount of 7.25% fixed-rate notes due 2029 (the “7.25% 2029 Notes”)

for net proceeds of approximately $24.5 million, based on an offering price of 98.00% per Note. Estimated offering costs incurred were

approximately $0.2 million. Interest on the 7.25% 2029 Notes is paid quarterly on February 28, May 31, August 31 and November 30 of each

year, beginning on May 31, 2026. The Notes will mature on April 10, 2029, and may be extended to October 10, 2029, at Saratoga Investment’s

sole discretion. The Notes may be redeemed at our option, in whole or in part at any time, or from time to time on or after April 10,

2027, at the redemption price of par, plus accrued and unpaid interest. Pursuant to the terms of the Notes Purchase Agreement, upon the

mutual agreement of Saratoga Investment and the Purchaser, we may issue additional Notes for sale in subsequent offerings up to a maximum

of $25.0 million by July 10, 2026.

● As

of February 28, 2026 Saratoga Investment had a combined $70.0 million in outstanding combined borrowings under its $85.0 million

senior secured revolving credit facility with Valley National Bank and its $75.0 million senior secured revolving credit facility with

Live Oak.

● At

the same time, Saratoga Investment had $84.0 million of SBA debentures in its SBIC II license outstanding, $76.0 million of SBA debentures

in its SBIC III license outstanding, $369.4 million of listed baby bonds issued, $75.0 million of unsecured unlisted institutional bond

issuances, three unlisted issuances of $65.0 million in total, and an aggregate of $21.8 million in cash and cash equivalents.

Undrawn Borrowing Capacity:

● With $90.0

million available under the two credit facilities and $21.8 million of cash and cash equivalents as of February 28, 2026, Saratoga

Investment has a total of $111.8 million of undrawn credit facility borrowing capacity and cash and cash equivalents to

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

● In

addition, Saratoga Investment has $99.0 million in undrawn SBA debentures available from its existing SBIC III license.

● 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. Overall outstanding SBIC debentures

are limited to $350.0 million across all active SBIC licenses.

● Total

Saratoga Investment undrawn borrowing capacity is therefore $210.8 million as of February 28, 2026.

● As

of February 28, 2026, Saratoga Investment had $80.3 million of committed undrawn lending commitments and $72.7 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 February 28, 2026, Saratoga Investment has sold 8,591,915

shares for gross proceeds of $227.2 million at an average price of $26.37 for aggregate net proceeds of $225.4 million (net of transaction

costs).

o During the three months ended February 28, 2026, Saratoga

Investment did not sell any shares through its ATM Program.

o During the year ended February 26, 2026, Saratoga Investment

sold 747,199 shares for gross proceeds of $19.3 million at an average price of $25.83 for aggregate net proceeds of $19.3 million (net

of transaction costs).

Dividend

On March 17, 2026, Saratoga Investment announced

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

the following three monthly $0.25 per share dividends:

Month

Amount

Per Share

Record Date

Payment Date

March 2026

$ 0.25

April 7, 2026

April 23, 2026

April 2026

$ 0.25

May 5 2026

May 21, 2026

May 2026

$ 0.25

June 4, 2026

June 23, 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

dividend history over the past five years:

Period (Fiscal Year ends Feb)

Base Dividend

Per Share

Special Dividend

Per Share

Total Dividend

Per Share

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

$ 0.75

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 February 28, 2026, the Company purchased

1,037,698 shares of common stock, at the average price of $22.05 for approximately $22.9 million pursuant to its existing Share Repurchase

Plan. During the year and quarter ended February 28, 2026, the Company purchased 2,495 shares of common stock, at the average price of

$21.75 for approximately $0.1 million pursuant to its 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 1.7 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.

2026 Fiscal Year and Fourth Quarter Conference

Call/Webcast Information

When:

Wednesday, May 6, 2026

1:00 p.m. Eastern Time (ET)

How:

Webcast: Interested parties may access a live webcast of the call and find the Full Year and Q4 2026 presentation by going to the “Events & Presentations” section of Saratoga Investment’s investor relations website https://ir.saratogainvestmentcorp.com. A replay of the webcast will also be available for a limited time at Events & Presentations page.

Call:

To access the call by phone, please go to this link 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 $375 million collateralized loan obligation (“CLO”) fund that is in wind-down and co-manages

a joint venture (“JV”) fund that owns a $400 million collateralized loan obligation (“JV CLO”) fund.

It also owns 52% of the Class F 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 invests, 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.

212-836-9611

Val Ferraro

The Equity Group Inc.

212-836-9633

Financials

Saratoga Investment Corp.

Consolidated Statements of Assets

and Liabilities

February 28, 2026

February 28, 2025

ASSETS

Investments at fair value

Non-control/Non-affiliate investments (amortized cost of $1,011,840,007 and $886,071,934, respectively)

$ 1,016,247,566

$ 897,660,110

Affiliate investments (amortized cost of $49,429,192 and $38,203,811, respectively)

52,710,911

40,547,432

Control investments (amortized cost of $75,118,675 and $75,817,587, respectively)

40,175,335

39,870,208

Total investments at fair value (amortized cost of $1,136,387,874 and $1,000,093,332, respectively)

1,109,133,812

978,077,750

Cash and cash equivalents

1,680,070

148,218,491

Cash and cash equivalents, reserve accounts

20,105,683

56,505,433

Interest receivable (net of reserve of $470,751 and $210,319, respectively)

7,314,053

7,477,468

Management fee receivable

249,720

314,193

Other assets

781,766

950,522

Total assets

$ 1,139,265,104

$ 1,191,543,857

LIABILITIES

Revolving credit facilities

$ 70,000,000

$ 52,500,000

Deferred debt financing costs, revolving credit facilities

(1,670,816 )

(1,254,516 )

SBA debentures payable

160,000,000

170,000,000

Deferred debt financing costs, SBA debentures payable

(3,888,087 )

(4,041,026 )

8.75% Notes Payable 2025

20,000,000

Discount on 8.75% notes payable 2025

(9,055 )

Deferred debt financing costs, 8.75% notes payable 2025

(374 )

7.00% Notes Payable 2025

12,000,000

Discount on 7.00% notes payable 2025

(68,589 )

Deferred debt financing costs, 7.00% notes payable 2025

(8,345 )

7.75% Notes Payable 2025

5,000,000

Deferred debt financing costs, 7.75% notes payable 2025

(19,685 )

4.375% Notes Payable 2026

175,000,000

Premium on 4.375% notes payable 2026

287,848

Deferred debt financing costs, 4.375% notes payable 2026

(865,593 )

4.35% Notes Payable 2027

75,000,000

Discount on 4.35% notes payable 2027

(108,898 )

(213,424 )

Deferred debt financing costs, 4.35% notes payable 2027

(344,393 )

(688,786 )

6.25% Notes Payable 2027

15,000,000

Deferred debt financing costs, 6.25% notes payable 2027

(130,839 )

(202,144 )

6.00% Notes Payable 2027

105,500,000

Discount on 6.00% notes payable 2027

(48,361 )

(87,295 )

Deferred debt financing costs, 6.00% notes payable 2027

(823,774 )

(1,524,089 )

8.00% Notes Payable 2027

46,000,000

Deferred debt financing costs, 8.00% notes payable 2027

(580,514 )

(927,484 )

8.125% Notes Payable 2027

60,375,000

Deferred debt financing costs, 8.125% notes payable 2027

(748,873 )

(1,156,234 )

8.50% Notes Payable 2028

57,500,000

Deferred debt financing costs, 8.50% notes payable 2028

(866,230 )

(1,273,134 )

7.25% Notes Payable 2030

50,000,000

Discount on 7.25% notes payable 2030

(435,318 )

Deferred debt financing costs, 7.25% notes payable 2030

(775,165 )

7.50% Notes Payable 2031

100,000,000

Deferred debt financing costs, 7.50% notes payable 2031

(3,298,905 )

Base management and incentive fees payable

6,602,819

6,230,944

Deferred tax liability

4,579,522

4,889,329

Accounts payable and accrued expenses

1,771,915

1,676,335

Interest and debt fees payable

3,904,143

3,909,517

Directors fees payable

5,500

Due to Manager

590,624

349,189

Total liabilities

743,109,350

798,878,389

Commitments and contingencies

NET ASSETS

Common stock, par value $0.001, 100,000,000 common shares authorized, 16,224,198

and 15,183,078 common shares issued and outstanding, respectively

16,224

15,183

Capital in excess of par value

439,202,477

412,913,597

Total distributable deficit

(43,062,947 )

(20,263,312 )

Total net assets

396,155,754

392,665,468

Total liabilities and net assets

$ 1,139,265,104

$ 1,191,543,857

NET ASSET VALUE PER SHARE

$ 24.42

$ 25.86

Asset Coverage Ratio

168.4 %

162.9 %

See accompanying notes to consolidated

financial statements.

Saratoga Investment Corp.

Consolidated Statements of Operations

(unaudited)

For the three months ended

February 28, 2026

February 28, 2025

INVESTMENT INCOME

Interest from investments

Interest income:

Non-control/Non-affiliate investments

$ 23,525,328

$ 24,231,305

Affiliate investments

686,621

436,995

Control investments

867,477

1,184,856

Payment in kind interest income:

Non-control/Non-affiliate investments

171,561

172,899

Affiliate investments

519,757

563,584

Control investments

23,928

Total interest from investments

25,794,672

26,589,639

Interest from cash and cash equivalents

1,553,219

2,606,935

Management fee income

588,936

742,289

Dividend income:

Non-control/Non-affiliate investments

553,419

Control investments

899,844

816,262

Total dividend from investments

1,453,263

816,262

Structuring and advisory fee income

1,100,227

396,274

Other income

632,685

143,679

Total investment income

31,123,002

31,295,078

OPERATING EXPENSES

Interest and debt financing expenses

12,567,078

12,924,023

Base management fees

4,627,658

4,221,379

Incentive management fees expense (benefit)

1,975,160

2,009,564

Professional fees

600,419

262,431

Administrator expenses

1,350,000

1,250,000

Insurance

78,358

71,923

Directors fees and expenses

90,000

General and administrative

279,291

(289,021 )

Income tax expense (benefit)

23,371

313,769

Excise tax expense (benefit)

1,734,018

2,406,465

Total operating expenses

23,325,353

23,260,533

NET INVESTMENT INCOME

7,797,649

8,034,545

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

Net realized gain (loss) from investments:

Non-control/Non-affiliate investments

(278,087 )

7,169,655

Net realized gain (loss) from investments

(278,087 )

7,169,655

Net change in unrealized appreciation (depreciation) on investments:

Non-control/Non-affiliate investments

(7,104,776 )

(11,961,415 )

Affiliate investments

148,982

167,406

Control investments

(2,370,718 )

(2,972,628 )

Net change in unrealized appreciation (depreciation) on investments

(9,326,512 )

(14,766,637 )

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

(105,281 )

(313,873 )

Net realized and unrealized gain (loss) on investments

(9,709,880 )

(7,910,855 )

Realized losses on extinguishment of debt

(700,853 )

(800,452 )

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$ (2,613,084 )

$ (676,762 )

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

$ (0.16 )

$ (0.05 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED

16,183,902

14,455,529

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Statements of Operations

For the year ended

February 28, 2026

February 28, 2025

February 29, 2024

INVESTMENT INCOME

Interest from investments

Interest income:

Non-control/Non-affiliate investments

$ 96,061,236

$ 119,478,418

$ 113,521,652

Affiliate investments

2,654,020

1,883,615

3,299,816

Control investments

5,176,943

5,649,993

8,507,909

Payment in kind interest income:

Non-control/Non-affiliate investments

571,084

2,245,934

766,697

Affiliate investments

2,314,014

1,479,391

874,226

Control investments

120,715

284,590

814,925

Total interest from investments

106,898,012

131,021,941

127,785,225

Interest from cash and cash equivalents

7,882,863

6,530,315

2,512,416

Management fee income

2,586,517

3,114,466

3,270,232

Dividend income:*

Non-control/Non-affiliate investments

1,243,291

588,247

621,398

Control investments

3,304,708

3,973,584

5,911,564

Total dividend from investments

4,547,999

4,561,831

6,532,962

Structuring and advisory fee income

2,248,663

1,582,822

2,149,751

Other income*

1,548,860

2,043,863

1,469,320

Total investment income

125,712,914

148,855,238

143,719,906

OPERATING EXPENSES

Interest and debt financing expenses

49,302,541

52,059,045

49,179,899

Base management fees

17,769,904

18,382,404

19,212,337

Incentive management fees expense (benefit)

9,230,457

13,254,402

8,025,468

Professional fees

2,817,292

2,058,003

1,767,015

Administrator expenses

5,233,333

4,708,333

3,872,917

Insurance

300,480

303,859

322,323

Directors fees and expenses

430,000

366,500

351,297

General and administrative

2,226,257

1,901,592

2,241,579

Income tax expense (benefit)

(138,168 )

412,032

42,926

Excise tax expense (benefit)

1,734,018

2,406,465

1,829,837

Total operating expenses

88,906,114

95,852,635

86,845,598

NET INVESTMENT INCOME

36,806,800

53,002,603

56,874,308

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

Net realized gain (loss) from investments:

Non-control/Non-affiliate investments

5,108,135

12,534,746

153,583

Control investments

638,355

(54,564,070 )

Net realized gain (loss) from investments

5,746,490

(42,029,324 )

153,583

Net change in unrealized appreciation (depreciation) on investments:

Non-control/Non-affiliate investments

(7,180,617 )

27,693,311

(24,167,727 )

Affiliate investments

938,098

1,301,899

(1,541,829 )

Control investments

1,004,039

(10,020,844 )

(21,381,288 )

Net change in unrealized appreciation (depreciation) on investments

(5,238,480 )

18,974,366

(47,090,844 )

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

113,498

(1,060,936 )

(893,166 )

Net realized and unrealized gain (loss) on investments

621,508

(24,115,894 )

(47,830,427 )

Realized losses on extinguishment of debt

(824,010 )

(800,452 )

(110,056 )

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$ 36,604,298

$ 28,086,257

$ 8,933,825

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

$ 2.31

$ 2.02

$ 0.71

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED

15,850,270

13,912,170

12,670,939

* Certain prior period amounts have been reclassified to conform

to current period presentation.

See accompanying notes to consolidated financial

statements.

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 2026 also excludes the interest expense and amortization of deferred

financing costs related to the 7.25% 2030 Notes and the 7.5% SAV Notes during the period while the 4.375% 2026 Notes were already issued

and outstanding. This expense is directly attributable to the issuance of the 7.25% 2030 Notes and the 7.5% SAV Notes and the subsequent

repayment of the 4.375% 2026 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 twelve months ended February 28, 2026 and 2025.

For the Three Months Ended

February 28, 2026

February 28, 2025

Net Investment Income

$ 7,797,648

$ 8,034,545

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

Interest on 7.25% 2030 Notes and 7.5% SAV Notes

738,157

Adjusted net investment income

$ 8,535,805

$ 8,034,545

Net investment income yield

7.7 %

8.4 %

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

Interest on 7.25% 2030 Notes and 7.5% SAV Notes

0.7 %

Adjusted net investment income yield (1)

8.4 %

Net investment income per share

$ 0.48

$ 0.56

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

Interest on 7.25% 2030 Notes and 7.5% SAV Notes

0.05

Adjusted net investment income per share (2)

$ 0.53

$ 0.56

(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 Twelve Months Ended

February 28, 2026

February 28, 2025

February 29, 2024

Net Investment Income

$ 36,806,800

$ 53,002,603

$ 56,874,308

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

(4,957,306 )

Interest on 7.25% 2030 Notes and 7.5% SAV Notes

738,157

Adjusted net investment income

$ 37,544,957

$ 53,002,603

$ 51,917,002

Net investment income yield

9.2 %

14.1 %

16.0 %

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

(1.4 )%

Interest on 7.25% 2030 Notes and 7.5% SAV Notes

0.1 %

Adjusted net investment income yield (3)

9.3 %

14.1 %

14.6 %

Net investment income per share

$ 2.32

$ 3.81

$ 4.49

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

(0.39 )

Interest on 7.25% 2030 Notes and 7.5% SAV Notes

0.05

Adjusted net investment income per share (4)

$ 2.37

$ 3.81

$ 4.10

(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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May 05, 2026

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Title of 12(b) Security

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SAT

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NYSE

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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

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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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Local phone number for entity.

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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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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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