Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the previously announced public offering, on August 26, 2026, Saratoga Investment Corp. (the "Company") and U.S. Bank Trust Company, National Association, as trustee (as successor in interest to U.S. Bank National Association) (the "Trustee"), entered into an Eighteenth Supplemental Indenture (the "Eighteenth Supplemental Indenture") to the Base Indenture, dated May 10, 2013, by and between the Company and the Trustee (the "Base Indenture"; and together with the Eighteenth Supplemental Indenture, the "Indenture"). The Eighteenth Supplemental Indenture relates to the Company's issuance and sale of $85.0 million in aggregate principal amount of the Company's 8.00% Notes due 2031 (the "Notes" and the issuance and sale of the Notes, the "Offering").

The Notes bear interest at a rate of 8.00% per year, payable quarterly on February 28, May 31, August 31, and November 30 of each year, beginning November 30, 2026. The Notes will mature on August 31, 2031 and may be redeemed at the Company's option, in whole or in part at any time, or from time to time on or after August 26, 2028, at the redemption price of par, plus accrued and unpaid interest.

The Company intends to use the net proceeds from the Offering and available cash to redeem in full the Company's outstanding 6.00% notes due 2027.

The Notes are the direct unsecured obligations of the Company and rank pari passu with all existing and future unsecured, unsubordinated indebtedness issued by the Company, senior to any of the Company's future indebtedness that expressly provides it is subordinated to the Notes, effectively subordinated to all of the existing and future secured indebtedness issued by the Company (including indebtedness that is initially unsecured in respect of which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company's subsidiaries, including, without limitation, our special purpose vehicle financing credit facility with Live Oak Banking Company, our special purpose vehicle financing credit facility with Valley National Bank, and the debentures guaranteed by the U.S. Small Business Administration.

The Indenture contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended (the "1940 Act"), or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the U.S. Securities and Exchange Commission (the "SEC"), to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

The Offering was made pursuant to the Company's effective shelf registration statement on Form N-2 (File No. 333-292765) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated August 18, 2026, the pricing term sheet filed with the SEC on August 18, 2026, and a final prospectus supplement dated August 18, 2026. The transaction closed on August 26, 2026. The net proceeds to the Company were approximately $82,043,750, based on a public offering price of 100% of par, after deducting the underwriting discount of $2,656,250 and the estimated offering expenses of approximately $300,000 payable by the Company.

The foregoing descriptions of the Eighteenth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Eighteenth Supplemental Indenture and the form of global note representing the Notes, respectively, which is filed as Exhibits 4.2 and 4.3 hereto, respectively, and incorporated by reference herein.