Material Agreement, Financial Obligation (Form 8-K)

On January 29, 2026, Saratoga Investment Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company and Saratoga Investment Advisors, LLC, on the one hand, and Lucid Capital Markets, LLC, as representative of the several underwriters named in Schedule I thereto, on the other hand, in connection with the issuance and sale of $100,000,000 aggregate principal amount of the Company's 7.50% Notes due 2031 (the "Notes" and the issuance and sale of the Notes, the "Offering"). The underwriters also may purchase from the Company up to an additional $15,000,000 aggregate principal amount of Notes within 30 days of the date of the final prospectus supplement, dated January 29, 2026. The Company intends to list the Notes on the New York Stock Exchange within 30 days of the original issue date under the trading symbol "SAV." The closing of the Offering is expected to occur on February 6, 2026, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement includes customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Offering was made pursuant to the Company's effective shelf registration statement on Form N-2 (File No. 333-269186), previously filed with the Securities and Exchange Commission (the "SEC"), as supplemented by a preliminary prospectus supplement dated January 29, 2026, the pricing term sheet filed with the SEC on January 30, 2026, and a final prospectus supplement dated January 29, 2026. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and incorporated by reference herein.

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