Material Agreement (Form 8-K)

In connection with the issuance and sale of the 7.25% Senior Unsecured Notes due May 1, 2030 (the "Notes" and the issuance and sale of the Notes, the "Offering") of Saratoga Investment Corp. (the "Company"), the Company entered into a Registration Rights Agreement, dated as of January 23, 2026 (the "Registration Rights Agreement"), with the institutional purchaser in the Offering (the "Purchaser"). Pursuant to the Registration Rights Agreement, the Company is obligated to file with the Securities and Exchange Commission a registration statement with respect to an offer to exchange the Notes for a new issue of debt securities registered under the Securities Act of 1933, as amended (the "Securities Act"), with terms substantially identical to those of the Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the Notes. If the Company fails to satisfy its registration obligations under the Registration Rights Agreement, the Company will be required to pay additional interest to the holder of the Notes.

The description above is only a summary of the material provisions of the Registration Rights Agreement and is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

The information contained in Items 1.01 and 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

On January 23, 2026, the Company entered into a Note Purchase Agreement (the "Note Purchase Agreement") with the Purchaser, which Note Purchase Agreement relates to the Company's sale of $50,000,000 aggregate principal amount of the Notes to the Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act. The Company is relying upon this exemption from registration based in part on representations made by the Purchaser. The Note Purchase Agreement also includes customary representations, warranties and covenants by the Company. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The Notes will mature on May 1, 2030 and may be redeemed in whole or in part at the Company's option at any time prior to January 23, 2028 at par plus a "make-whole" premium, and thereafter at par. The Notes bear interest at a rate of 7.25% per year payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2026. The Notes are the Company's direct unsecured obligations and rank: pari passu with the Company's other outstanding and future unsecured, unsubordinated indebtedness; senior to any of the Company's future indebtedness that expressly provides it is subordinated to the Notes; effectively subordinated to all of the Company's existing and future secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company has granted or 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.

The closing of the private placement occurred on January 23, 2026. The net proceeds from the sale of the Notes were approximately $48.5 million, based on an offering price of 99.117% per Note, after deducting the placement agent fee and estimated offering expenses of approximately $1.5 million, each payable by the Company. The Company intends to use the net proceeds to redeem the Company's outstanding 4.375% Notes due 2026 and for general corporate purposes.