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SARATOGA INVESTMENT CORP.

For the period ended Nov 30, 2025. Filed Jan 7, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 30, 2025 · Filed Jan 7, 2026

SAR$12.96+0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-08-31; filed 2025-10-07.

0001213900-25-097022

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-11-30; filed 2026-01-07.

0001213900-26-002153

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 250 previous paragraphs and 272 current paragraphs.

152 unchanged; 90 reworded; 27 added; 8 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 120 previous and 128 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (27)

Current report

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report

We have formed wholly owned special purpose entities as Delaware limited liability companies, Saratoga Investment Funding II LLC (“SIF II”) and Saratoga Investment Funding III LLC (“SIF III”), for the purpose of entering into senior secured revolving credit facilities, as described in “Financial Condition, Liquidity and Capital Resources” below.

Current report

As of November 30, 2025 and February 28, 2025, the fair value of the Class E-R Notes were $8.7 million and $0.0 million, respectively. As of November 30, 2025 and February 28, 2025, the fair value of the Class E Notes were $0.0 million and $12.3 million, respectively.

Current report

The $2.0 million of net realized gains was from the sale of the equity position in our Axiom Parent Holdings, LLC investment.

Current report

The $2.2 million net change in unrealized depreciation in our investment Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note was driven by the impact of the performance of individual credits in the CLO portfolio.

Current report

The $1.5 million net change in unrealized appreciation in our investment Saratoga Senior Loan Fund I, JV, LLC was primarily driven by the impact of the first refinancing of SLF 2022 and additional equity investment.

Current report

The $1.3 million net change in unrealized depreciation in our investment in Chronus LLC was driven by overall Company performance.

Current report

The $1.3 million net change in unrealized appreciation in our investment in ARC Health OpCo. LLC was primarily driven by the repayment of the first lien term loan, resulting in a reversal of previously recognized unrealized depreciation. The first lien term loan was repaid at par.

Current report

The $1.1 million net change in unrealized appreciation in our investment in Modis Dental Partners OpCo. was driven by overall market conditions.

Current report

The $4.5 million net change in unrealized depreciation in our investment Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note was primarily driven by the impact of the performance of individual credits in the CLO portfolio.

Current report

The $4.3 million net change in unrealized depreciation in our investment Saratoga Senior Loan Fund I, JV, LLC was primarily driven by the impact of the performance of individual credits in the portfolio.

Current report

The $3.2 million net change in unrealized appreciation in our investment in Knowland Group, LLC was driven by the completed sales process and the full recovery of Saratoga’s principal.

Current report

The $1.4 million net change in unrealized appreciation in our investment Modern Campus (fka Destiny Solutions Inc.) was driven by strong financial portfolio company performance.

Current report

Commitment. The Encina Credit Agreement provided for borrowings up to $65.0 million (the “Encina Facility Amount”).

Current report

The Encina Credit Facility contained limitations on the type of loan assets that were “eligible” to be included in the borrowing base and as to the concentration level of certain categories of loan assets in the borrowing base such as restrictions on geographic and industry concentrations, asset size and quality, payment frequency, status and terms, average life, and collateral interests. In addition, if an asset was to remain an “eligible” loan asset, we could not make changes to the payment, amortization, collateral and certain other terms of the loan assets without the consent of the administrative agent that would either result in subordination of the loan asset or be materially adverse to the lenders.

Current report

Collateral. The Encina Credit Facility was secured by assets of SIF II, a wholly owned special purpose entity, and pledged to Encina under the Encina Credit Facility.

Current report

Collateral Tests. It was a condition precedent to any borrowing under the Encina Credit Facility that the principal amount outstanding under the Encina Credit Facility, after giving effect to the proposed borrowings, not exceed the borrowing base (the “Borrowing Base Test”). In addition to satisfying the Borrowing Base Test, the following tests must also be satisfied (together with Borrowing Base Test, the “Collateral Tests”):

Current report

Priority of Payments. The priority of payments provisions of the Encina Credit Facility required, after payment of specified fees and expenses, that collections of interest from the loan assets and, to the extent that these are insufficient, collections of principal from the loan assets, be applied on each payment date to payment of outstanding borrowings if the Borrowing Base Test, the Overcollateralization Ratio and the Interest Coverage Ratio would not otherwise be met.

Current report

Operating Expenses. The priority of payments provision of the Encina Credit Facility provided for the payment of certain of our operating expenses out of collections on interest and principal in accordance with the priority established in such provision. The operating expenses payable pursuant to the priority of payment provisions was limited to $200,000 per annum.

Current report

Covenants; Representations and Warranties; Events of Default. The Encina Credit Agreement contained customary representations and warranties, affirmative covenants, negative covenants and events of default. The Encina Credit Agreement did not contain grace periods for breach by us of any negative covenants or of certain of the affirmative covenants, including, without limitation, those related to preservation of the existence and separateness of the Company. Other events of default under the Encina Credit Agreement include, among other things, the following:

Current report

Below is a summary of the terms of the senior secured revolving credit facility we entered into with Valley on November 6, 2025.

Current report

Availability. SIF II can draw up to the lesser of (i) the Valley Facility Amount and (ii) the borrowing base. The borrowing base is an amount equal to (i) the difference of (x) the Aggregate Borrowing Base Value less (y) the Excess Concentration Amount,plus (ii) the amount on deposit in the Pre-Funding Accountplus, without duplication, the amount of Excess Cash on deposit in the Collection Account,minus (iii) the product of (A) with respect to each Delayed Drawdown Collateral Loan, the portion of the Unfunded Exposure Amount attributable to such Delayed Drawdown Collateral Loanmultiplied by (B) the Unfunded Exposure Haircut Percentage with respect to such Delayed Drawdown Collateral Loan,minus (iv) the Availability Block, in each case, as of such date. Each loan asset we held as of the date on which the Valley Credit Facility was closed was valued as of that date and each loan asset that we acquire after such date will be valued at the lowest of its fair value, its face value (excluding accrued interest) and the purchase price paid for such loan asset. Adjustments to the value of a loan asset will be made to reflect, among other things and under certain circumstances, changes in its fair value, a default by the obligor on the loan asset, insolvency of the obligor, acceleration of the loan asset, and certain modifications to the terms of the loan asset.

Current report

The Valley Credit Facility requires a minimum drawn amount at all times equal to the greater of $25.0 million or 38% of the facility amount in effect at such time.

Current report

Interest Rate and Fees. Under the Valley Credit Facility, funds may be borrowed from or through certain lenders at a floating rate per annum equal to Term SOFR plus an applicable margin of 2.85%, with a SOFR Floor of 1.00%. In addition, SIF II is required to pay an unused fee on the amount by which the commitment amount exceeds outstanding principal amounts on each day at a rate per annum equal to 0.75% if the unused amount is greater than 62% of the commitment amount, or otherwise 0.50%. We were also obligated to pay certain other fees to the lenders in connection with the closing of the Valley Credit Facility.

Current report

Fees and Expenses. We paid certain fees and reimbursed Valley for the aggregate amount of all documented, out-of-pocket costs and expenses, including the reasonable fees and expenses of lawyers, incurred by Valley in connection with the Valley Credit Facility and the carrying out of any and all acts contemplated thereunder up to and as of the date of closing. These amounts totaled $1.4 million.
Removed paragraphs (8)

Previous report

We have formed a wholly owned special purpose entity, Saratoga Investment Funding II LLC, a Delaware limited liability company (“SIF II”), for the purpose of entering into a senior secured revolving credit facility with Encina Lender Finance, LLC (“Encina”), supported by loans held by SIF II and pledged to Encina under the credit facility (the “Encina Credit Facility). The Encina Credit Facility closed on October 4, 2021. During the first two years following the closing date, SIF II may request an increase in the commitment amount under the Encina Credit Facility to up to $75.0 million. The terms of the Encina Credit Facility require a minimum drawn amount of $12.5 million at all times during the first six months following the closing date, which increases to the greater of $25.0 million or 50% of the commitment amount in effect at any time thereafter. The term of the Encina Credit Facility is three years. Advances under the Encina Credit Facility bear interest at a floating rate per annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to our and Encina’s selection of a replacement benchmark rate. Concurrently with the closing of the Encina Credit Facility, all remaining amounts outstanding on our existing revolving credit facility with Madison Capital Funding, LLC were repaid and the facility was terminated. On January 27, 2023, among other things, the borrowings available under the Encina Credit Facility was increased from up to $50.0 million to up to $65.0 million, the underlying benchmark rate used to compute interest changed from LIBOR to Term SOFR for one-month tenor plus a 0.10% credit spread adjustment; the applicable effective margin rate on borrowings increased from 4.00% to 4.25% and the maturity date was extended from October 4, 2024 to January 27, 2026.

Previous report

We have formed a wholly owned special purpose entity, Saratoga Investment Funding III LLC, a Delaware limited liability company (“SIF III”), for the purpose of entering into a $50.0 million senior secured revolving credit facility with Live Oak Banking Company (“Live Oak”), supported by loans held by SIF III and pledged to Live Oak under the credit facility (the “Live Oak Credit Facility). The Live Oak Credit Facility closed on March 27, 2024. During the first two years following the closing date, SIF III may request an increase in the commitment amount under the Live Oak Credit Facility to up to $150.0 million. The terms of the Live Oak Credit Facility required a minimum drawn amount of $12.5 million at all times during the period ended March 27, 2025, which increased to the greater of $25.0 million or 50% of the facility amount in effect at any time thereafter. The term of the Live Oak Credit Facility is three years. Advances under the Live Oak Credit Facility bear interest at a floating rate per annum equal to Adjusted Term SOFR plus an applicable margin between 3.50% and 4.25% based on the Live Oak Credit Facility’s utilization. On June 14, 2024, the Live Oak Credit Facility was amended to, among other things: (i) increase the borrowings available under the Live Oak Credit Facility from up to $50.0 million to up to $75.0 million, subject to a borrowing base requirement; (ii) add new lenders to the Live Oak Credit Agreement; (iii) replace administrative agent approval with “Required Lender” (as defined in the Live Oak Credit Agreement) approval with respect to certain matters; (iv) replace Required Lender approval with 100% lender approval with respect to certain matters; and (v) change the definition of Required Lender to require the approval of at least two unaffiliated lenders.

Previous report

The $3.8 million net change in unrealized depreciation in our investment in Saratoga Senior Loan Fund I, JV, LLC was driven by the impact of overall market conditions.

Previous report

At August 31, 2025 the total amount of 7.00% 2025 Notes outstanding was $12.0 million.
Reworded paragraphs (90)

Previous wording

We and TJHA have committed to provide up to a combined $50.0 million of financing to SLF JV through cash contributions, where we provided $43.75 million and TJHA provided $6.25 million, resulting in an 87.5% and 12.5% ownership between the two parties. The financing is issued in the form of an unsecured note and equity. The unsecured note will pay a fixed-rate of 10.0% per annum and is due and payable in full on October 20, 2033. As of August 31, 2025, our and TJHA’s investment in SLF JV consisted of an unsecured note of $17.6 million and $2.5 million, respectively; and membership interest of $17.6 million and $2.5 million, respectively. As of February 28, 2025, our and TJHA’s investment in SLF JV consisted of an unsecured note of $17.6 million and $2.5 million, respectively; and membership interest of $17.6 million and $2.5 million, respectively. As of August 31, 2025 and February 28, 2025, our investment in the unsecured note of SLF JV had a fair value of $16.8 million and $16.5 million, respectively, and our investment in the membership interests of SLF JV had a fair value of $2.9 million and $3.1 million, respectively.

Current wording

We and TJHA have committed to provide up to a combined $50.0 million of financing to SLF JV through cash contributions, where we provided $43.75 million and TJHA provided $6.25 million, resulting in an 87.5% and 12.5% ownership between the two parties. The financing is issued in the form of an unsecured note and equity. The unsecured note will pay a fixed-rate of 10.0% per annum and is due and payable in full on October 20, 2033. As of November 30, 2025, our and TJHA’s investment in SLF JV consisted of an unsecured note of $17.6 million and $2.5 million, respectively; and membership interest of $17.6 million and $2.5 million, respectively. As of February 28, 2025, our and TJHA’s investment in SLF JV consisted of an unsecured note of $17.6 million and $2.5 million, respectively; and membership interest of $17.6 million and $2.5 million, respectively. As of November 30, 2025 and February 28, 2025, our investment in the unsecured note of SLF JV had a fair value of $16.2 million and $16.5 million, respectively, and our investment in the membership interests of SLF JV had a fair value of $6.6 million and $3.1 million, respectively.

Previous wording

On October 28, 2022, SLF 2022 issued $402.1 million of debt through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee. As part of the transaction, we purchased 87.50% of the Class E Notes from SLF 2022 with a par value of $12.25 million. As of August 31, 2025 and February 28, 2025, the fair value of these Class E Notes were $12.3 million and $12.3 million, respectively.

Current wording

On October 28, 2022, SLF 2022 issued $402.1 million of debt through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee. As part of the transaction, we purchased 87.5% of the Class E Notes from SLF 2022 with a par value of $12.3 million.

Previous wording

On September 24, 2025, the Company completed the first refinancing of the Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. This refinancing, among other things, extended the Saratoga CLO investment period to October 2028. As part of this refinancing, the Company purchased $10.0 million of the SLF 2022-1 Class E Notes tranche at par. Concurrently, the existing $12.25 million of the SLF 2022-1 Class E Notes were repaid. The Company also paid $1.6 million of additional equity investment related to the refinancing to Saratoga Senior Loan Fund I JV LLC.

Current wording

On September 24, 2025, the Company completed the first refinancing of SLF 2022. This refinancing, among other things, extended the SLF 2022’s investment period to October 2028. As part of this refinancing, the Company purchased $8.8 million of the SLF 2022-1 Class E-R Notes tranche at par. Concurrently, the existing $12.3 million of the SLF 2022-1 Class E Notes were repaid. The Company also paid $1.6 million of additional equity investment related to the refinancing to SLF JV.

Previous wording

Investments for which market quotations are readily available are fair valued at such market quotations obtained from independent third-party pricing services and market makers subject to any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value as approved, in good faith, by our board of directors based on input from Saratoga Investment Advisors (the “Manager” or “Saratoga Investment Advisors”), the audit committee of our board of directors and a third-party independent valuation firm. We use multiple techniques for determining fair value based on the nature of the investment and experience with those types of investments and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques often require subjective judgements and estimates. These techniques include market comparables, discounted cash flows and enterprise value waterfalls. Fair value is best expressed as a range of values from which we determine a single best estimate. The types of inputs and assumptions that may be considered in determining the range of values of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flows and other relevant factors.

Current wording

Investments for which market quotations are readily available are fair valued at such market quotations obtained from independent third-party pricing services and market makers subject to any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value as approved, in good faith, by our board of directors based on input from Saratoga Investment Advisors (the “Manager” or “Saratoga Investment Advisors”), the audit committee of our board of directors and a third-party independent valuation firm. We use multiple techniques for determining fair value based on the nature of the investment and experience with those types of investments and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques often require subjective judgements and estimates. These techniques include market comparables, the black-scholes model, discounted cash flows and enterprise value waterfalls. Fair value is best expressed as a range of values from which we determine a single best estimate. The types of inputs and assumptions that may be considered in determining the range of values of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flows and other relevant factors.

Previous wording

In November 2024, the FASB issued ASU 2024-03,Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses. The new standard requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The new guidance is effective for annual periods beginning after December 15, 2026, and interim periods within the annual reporting periods beginning after December 15, 2027. Early adoption permitted. We are currently evaluating the impact of the new standard on our consolidated financial statements and related disclosures and do not believe it will have a material impact on its consolidated financial statements or its disclosures.

Current wording

In November 2024, the FASB issued ASU 2024-03,Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses. The new standard requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The new guidance is effective for annual periods beginning after December 15, 2026, and interim periods within the annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of the new standard on our consolidated financial statements and related disclosures and do not believe it will have a material impact on its consolidated financial statements or its disclosures.

Previous wording

During the three months ended August 31, 2025, we invested $52.2 million in new and existing portfolio companies and had $29.8 million in aggregate amount of exits and repayments resulting in net investments of $22.4 million for the period. During the three months ended August 31, 2024, we invested $2.6 million in new and existing portfolio companies and had $60.1 million in aggregate amount of exits and repayments resulting in net repayments of $(57.5) million for the period.

Current wording

During the three months ended November 30, 2025, we invested $72.1 million in new and existing portfolio companies and had $55.9 million in aggregate amount of exits and repayments, including $54.9 million of proceeds from sales and repayments of debt and equity investments in the current period and $1.0 million of additional proceeds from sales of equity investments realized in a prior period, resulting in net investments of $(16.2) million for the period. During the three months ended November 30, 2024, we invested $84.4 million in new and existing portfolio companies and had $160.4 million in aggregate amount of exits and repayments resulting in net repayments of $(76.0) million for the period.

Previous wording

During the six months ended August 31, 2025, we invested $102.3 million in new and existing portfolio companies and had $94.9 million in aggregate amount of exits and repayments resulting in net investments of $7.4 million for the period. During the six months ended August 31, 2024, we invested $41.9 million in new and existing portfolio companies and had $135.8 million in aggregate amount of exits and repayments resulting in net repayments of $(93.9) million for the period.

Current wording

During the nine months ended November 30, 2025, we invested $174.4 million in new and existing portfolio companies and had $150.9 million in aggregate amount of exits and repayments, including $149.0 million of proceeds from sales and repayments of debt and equity investments in the current period and $1.9 million of additional proceeds from sales of equity investments realized in a prior period, resulting in net investments of $(23.5) million for the period. During the nine months ended November 30, 2024, we invested $126.3 million in new and existing portfolio companies and had $296.2 million in aggregate amount of exits and repayments resulting in net repayments of $(169.9) million for the period.

Previous wording

At August 31, 2025, our investment in the subordinated notes of Saratoga CLO, a collateralized loan obligation fund, had a fair value of $0.1 million and constituted 0.01% of our portfolio. This investment constitutes a first loss position in a portfolio that, as of August 31, 2025 and February 28, 2025, was composed of$462.9 million and $527.1 million, respectively, in aggregate principal amount of primarily senior secured first lien term loans. In addition, as of August 31, 2025, we also own $9.4 million in aggregate principal of the F-2-R-3 Notes in the Saratoga CLO, which only rank senior to the subordinated notes.

Current wording

At November 30, 2025, our investment in the subordinated notes of Saratoga CLO, a collateralized loan obligation fund, had a fair value of $0.0 million and constituted 0.0% of our portfolio. This investment constitutes a first loss position in a portfolio that, as of November 30, 2025 and February 28, 2025, was composed of $427.7 million and $527.1 million, respectively, in aggregate principal amount of primarily senior secured first lien term loans. In addition, as of November 30, 2025, we also own $9.4 million in aggregate principal of the F-2-R-3 Notes in the Saratoga CLO, which only rank senior to the subordinated notes.

Previous wording

We do not consolidate the Saratoga CLO portfolio in our consolidated financial statements. Accordingly, the metrics below do not include the underlying Saratoga CLO portfolio investments. However, at August 31, 2025, $415.4 million or 96.7% of the Saratoga CLO portfolio investments in terms of market value had a CMR (as defined below) color rating of green or yellow and 10 Saratoga CLO portfolio investments were in default with a fair value of $11.5 million. At February 28, 2025, $484.3 million or 98.4% of the Saratoga CLO portfolio investments in terms of market value had a CMR color rating of green or yellow and eight of the Saratoga CLO portfolio investments were in default with a fair value of $4.4 million. For more information relating to the Saratoga CLO, see the audited financial statements for Saratoga in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

Current wording

We do not consolidate the Saratoga CLO portfolio in our consolidated financial statements. Accordingly, the metrics below do not include the underlying Saratoga CLO portfolio investments. However, at November 30, 2025, $386.2 million or 97.0% of the Saratoga CLO portfolio investments in terms of market value had a CMR (as defined below) color rating of green or yellow and three Saratoga CLO portfolio investments were on non-accrual with a fair value of $0.1 million. At February 28, 2025, $484.3 million or 98.4% of the Saratoga CLO portfolio investments in terms of market value had a CMR color rating of green or yellow and eight of the Saratoga CLO portfolio investments were in default with a fair value of $4.4 million. For more information relating to the Saratoga CLO, see the audited financial statements for Saratoga in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

Previous wording

Operating results for the three and six months ended August 31, 2025 and August 31, 2024 was as follows:

Current wording

Operating results for the three and nine months ended November 30, 2025 and November 30, 2024 was as follows:

Previous wording

The composition of our investment income for three and six months ended August 31, 2025 and August 31, 2024 was as follows:

Current wording

The composition of our investment income for the three and nine months ended November 30, 2025 and November 30, 2024 was as follows:

Previous wording

For the three months ended August 31, 2025, total investment income decreased $12.4 million, or 28.8%, to $30.6 million from $43.0 million for the three months ended August 31, 2024. Interest income from investments decreased $13.0 million, or 33.0%, to $26.4 million for the three months ended August 31, 2025 from $39.4 million for the three months ended August 31, 2024. Interest income from investments decreased due to the (i) non-recurrence of $7.9 million interest income related to our Knowland investment recognized last year that was previously on non-accrual, and (ii) decrease of $45.4 million, or 4.4%, in total investments at August 31, 2025 from $1,040.7 million at August 31, 2024 to $995.3 million as of August 31, 2025, combined with the decrease in the weighted average current yield on investments to 10.4%, down from 11.5% at August 31, 2024, primarily due to the reduction in SOFR base rates during this period.

Current wording

For the three months ended November 30, 2025, total investment income decreased $4.2 million, or 11.8%, to $31.6 million from $35.9 million for the three months ended November 30, 2024. Interest income from investments decreased $4.0 million, or 13.1%, to $26.7 million for the three months ended November 30, 2025 from $30.8 million for the three months ended November 30, 2024. Interest income from investments decreased primarily due to the decrease in the weighted average current yield on investments to 9.7%, down from 10.8% at November 30, 2024, reflecting both the reduction in SOFR base rates during this period, as well as the tightening of spreads in the middle market.

Previous wording

For the six months ended August 31, 2025, total investment income decreased $18.7 million, or 22.9%, to $62.9 million from $81.7 million for the six months ended August 31, 2024. Interest income from investments decreased $19.3 million, or 26.2%, to $54.4 million for the six months ended August 31, 2025 from $73.7 million for the six months ended August 31, 2024. Interest income from investments decreased due to the (i) non-recurrence of $7.9 million interest income related to our Knowland investment recognized last year that was previously on non-accrual, and (ii) decrease of the weighted average current yield on investments to 10.4% as of August 31, 2025, down from 11.5% at August 31, 2024, primarily due to the reduction in SOFR base rates during this period.

Current wording

For the nine months ended November 30, 2025, total investment income decreased $23.0 million, or 19.5%, to $94.6 million from $117.6 million for the nine months ended November 30, 2024. Interest income from investments decreased $23.3 million, or 22.3%, to $81.1 million for the nine months ended November 30, 2025 from $104.4 million for the nine months ended November 30, 2024. Interest income from investments decreased due to (i) the non-recurrence of $7.9 million interest income related to our Knowland investment recognized last year that was previously on non-accrual, and (ii) decrease of the weighted average current yield on investments to 9.7% as of November 30, 2025, down from 10.8% at November 30, 2024, reflecting both the reduction in SOFR base rates during this period, as well as the tightening of spreads in the middle market.

Previous wording

For the three and six months ended August 31, 2025 and August 31, 2024, total PIK income was $0.8 million and $1.6 million, respectively and $1.9 million and $2.5 million, respectively.

Current wording

For the three and nine months ended November 30, 2025 and November 30, 2024, total PIK income was $0.7 million and $2.3 million, respectively and $0.8 million and $3.3 million, respectively. The higher levels last year reflected the Knowland investment income recognized last year.

Previous wording

For the three months ended August 31, 2025 and August 31, 2024, interest from cash and cash equivalents was $2.4 million and $1.7 million, respectively. The increase of $0.7 million was due to increased cash and cash equivalents balances during this period as compared to last year, reflecting the significant levels of repayments experienced during this period.

Current wording

For the three months ended November 30, 2025 and November 30, 2024, interest from cash and cash equivalents was $1.9 million and $1.6 million, respectively. The increase of $0.3 million was due to increased cash and cash equivalents balances during this period as compared to last year, reflecting the significant levels of repayments experienced during this period.

Previous wording

For the six months ended August 31, 2025 and August 31, 2024, interest from cash and cash equivalents was $4.4 million and $2.3 million, respectively. The increase of $2.1 million was due to increased cash and cash equivalents balances during this period as compared to last year, reflecting the significant levels of repayments experienced during this period.

Current wording

For the nine months ended November 30, 2025 and November 30, 2024, interest from cash and cash equivalents was $6.3 million and $3.9 million, respectively. The increase of $2.4 million was due to increased cash and cash equivalents balances during this period as compared to last year, reflecting the significant levels of repayments experienced during this period.

Previous wording

Management fee income reflects the fee income received for managing the Saratoga CLO. For the three months ended August 31, 2025 and August 31, 2024, total management fee income was $0.7 million and $0.8 million, respectively. For the six months ended August 31, 2025 and 2024, total management fee income was $1.4 million and $1.6 million, respectively.

Current wording

Management fee income reflects the fee income received for managing the Saratoga CLO. For the three months ended November 30, 2025 and November 30, 2024, total management fee income was $0.6 million and $0.8 million, respectively. For the nine months ended November 30, 2025 and 2024, total management fee income was $2.0 million and $2.4 million, respectively. The reduction reflects the reduction of the asset levels in the Saratoga CLO as it is currently in winddown mode.

Previous wording

For the three and six months ended August 31, 2025 and August 31, 2024, total dividend income was $1.0 million and $1.1 million, respectively and $2.0 million and $2.6 million. Dividends received are recorded in the consolidated statements of operations when earned, and the decrease primarily reflects lower dividend income of $0.9 million and $1.3 million, respectively, received on our membership interest in SLF JV during the three and six months ended August 31, 2025 as compared to the three and six months ended August 31, 2024.

Current wording

For the three and nine months ended November 30, 2025 and November 30, 2024, total dividend income was $1.1 million and $1.1 million, respectively and $3.1 million and $3.7 million, respectively. Dividends received are recorded in the consolidated statements of operations when earned.

Previous wording

For the three and six months ended August 31, 2025 and August 31, 2024, total structuring and advisory fee income was $0.2 million and $0.0 million, respectively and $0.5 million and $0.4 million. Structuring and advisory fee income represents fee income earned and received performing certain investment and advisory activities during the closing of new investments.

Current wording

For the three and nine months ended November 30, 2025 and November 30, 2024, total structuring and advisory fee income was $0.7 million and $0.7 million, respectively and $1.2 million and $1.2 million. Structuring and advisory fee income represents fee income earned and received performing certain investment and advisory activities during the closing of new investments.

Previous wording

For the three and six months ended August 31, 2025 and August 31, 2024, other income was $0.0 million and $0.1 million, respectively and $0.3 million and $1.0 million, respectively. Other income includes origination fees, monitoring and amendment fees and prepayment fees and is recorded in the consolidated statements of operations when earned.

Current wording

For the three and nine months ended November 30, 2025 and November 30, 2024, other income was $0.6 million and $0.9 million, respectively and $0.9 million and $1.9 million, respectively. Other income includes origination fees, monitoring and amendment fees and prepayment fees and is recorded in the consolidated statements of operations when earned.

Previous wording

The composition of our operating expenses for the three and six months ended August 31, 2025 and August 31, 2024 was as follows:

Current wording

The composition of our operating expenses for the three and nine months ended November 30, 2025 and November 30, 2024 was as follows:

Previous wording

For the three months ended August 31, 2025, total operating expenses decreased $3.3 million, or 13.2%, compared to the three months ended August 31, 2024. For the six months ended August 31, 2025, total operating expenses decreased $5.4, or 11.0%, compared to the six months ended August 31, 2024.

Current wording

For the three months ended November 30, 2025, total operating expenses decreased $1.6 million, or 6.8%, compared to the three months ended November 30, 2024. For the nine months ended November 30, 2025, total operating expenses decreased $7.0 million, or 9.7%, compared to the nine months ended November 30, 2024.

Previous wording

For the three months ended August 31, 2025, interest and debt financing expenses decreased $0.8 million, or 5.8%, compared to the three months ended August 31, 2024. The decrease is primarily attributable to a decrease of 5.8% in average outstanding debt from $836.9 million for the three months ended August 31, 2024 to $788.4 million for the three months ended August 31, 2025. For the six months ended August 31, 2025, interest and debt financing expenses decreased $1.3 million, or 3.9% compared to the six months ended August 31, 2024. The decrease is primarily attributable to a decrease of 5.3% in average outstanding debt from $835.0 million for the six months ended August 31, 2024 to $790.6 million for the six months ended August 31, 2025.

Current wording

For the three months ended November 30, 2025, interest and debt financing expenses decreased $1.1 million, or 9.1%, compared to the three months ended November 30, 2024. The decrease is primarily attributable to a decrease of 8.8% in average outstanding debt from $837.9 million for the three months ended November 30, 2024 to $766.4 million for the three months ended November 30, 2025. For the nine months ended November 30, 2025, interest and debt financing expenses decreased $2.4 million, or 5.3% compared to the nine months ended November 30, 2024. The decrease is primarily attributable to a decrease of 6.4% in average outstanding debt from $835.9 million for the nine months ended November 30, 2024 to $782.6 million for the nine months ended November 30, 2025.

Previous wording

For the three and six months ended August 31, 2025 and August 31, 2024, the weighted average interest rate on our outstanding indebtedness was 5.57% and 6.06%, respectively and 5.58% and 6.06%, respectively.

Current wording

For the three and nine months ended November 30, 2025 and November 30, 2024, the weighted average interest rate on our outstanding indebtedness was 5.49% and 5.56%, respectively and 5.55% and 6.06%, respectively.

Previous wording

As of August 31, 2025 and February 28, 2025, the SBA debentures represented 21.6% and 21.4% of overall debt, respectively.

Current wording

As of November 30, 2025 and February 28, 2025, the SBA debentures represented 22.0% and 21.4% of overall debt, respectively.

Previous wording

For the three months ended August 31, 2025, base management fees decreased $0.4 million, or 8.2%, from $4.8 million to $4.4 million compared to the three months ended August 31, 2024. The decrease in base management fees results from the 8.2 % decrease in the average value of our total assets, less cash and cash equivalents, from $1,080.6 million for the three months ended August 31, 2024 to $991.7 million for the three months ended August 31, 2025.

Current wording

For the three months ended November 30, 2025, base management fees increased $0.02 million, or 0.5%, from $4.43 million to $4.41 million compared to the three months ended November 30, 2024. The increase in base management fees results from the 0.5% increase in the average value of our total assets, less cash and cash equivalents, from $1,011.2 million for the three months ended November 30, 2024 to $1,016.4 million for the three months ended November 30, 2025.

Previous wording

For the six months ended August 31, 2025, base management fees decreased $1.0 million, or 10.7%, from $9.7 million to $8.7 million compared to the six months ended August 31, 2024. The decrease in base management fees results from the 10.7% decrease in the average value of our total assets, less cash and cash equivalents, from $1,105.1 million for the six months ended August 31, 2024 to $987.0 million for the six months ended August 31, 2025.

Current wording

For the nine months ended November 30, 2025, base management fees decreased $1.0 million, or 7.2%, from $14.2 million to $13.1 million compared to the nine months ended November 30, 2024. The decrease in base management fees results from the 7.2% decrease in the average value of our total assets, less cash and cash equivalents, from $1,074.0 million for the nine months ended November 30, 2024 to $996.8 million for the nine months ended November 30, 2025.

Previous wording

For the three months ended August 31, 2025, incentive management fees decreased $2.3 million to $2.3 million, or 50.4%, compared to $4.6 million the three months ended August 31, 2024. The incentive fee on income decreased from $4.6 million to $2.3 million for the three months ended August 31, 2024 and 2025, respectively, reflecting the decrease in net investment income during the three months ended August 31, 2025 as compared to the three months ended August 31, 2024. The incentive fee on capital gains remained unchanged at $0.8 million for both the three months ended August 31, 2024 and August 31, 2025, reflecting no incentive fee on net realized and unrealized depreciation recognized during both these periods, with the liability floor capped at zero.

Current wording

For the three months ended November 30, 2025, incentive management fees decreased $0.7 million to $2.4 million, or 21.3%, compared to $3.1 million the three months ended November 30, 2024. The incentive fee on income decreased from $3.1 million to $2.4 million for the three months ended November 30, 2024 and 2025, respectively, reflecting the decrease in net investment income during the three months ended November 30, 2025 as compared to the three months ended November 30, 2024. The incentive fee on capital gains remained unchanged at $0.0 million for both the three months ended November 30, 2024 and November 30, 2025, reflecting no incentive fee on net realized and unrealized depreciation recognized during both these periods, with the liability floor capped at zero.

Previous wording

For the six months ended August 31, 2025, incentive management fees decreased $3.3 million to $4.8 million, or 41.1%, compared to $8.1 million the six months ended August 31, 2024. The incentive fee on income decreased from $8.1 million to $4.8 million for the six months ended August 31, 2024 and 2025, respectively, reflecting the decrease in net investment income during the six months ended August 31, 2025 as compared to the six months ended August 31, 2024. The incentive fee on capital gains remained unchanged at $0.0 million for both the six months ended August 31, 2024 and August 31, 2025, reflecting no incentive fee on net realized and unrealized depreciation recognized during both these periods, with the liability floor capped at zero.

Current wording

For the nine months ended November 30, 2025, incentive management fees decreased $4.0 million to $7.3 million, or 35.5%, compared to $11.2 million the nine months ended November 30, 2024. The incentive fee on income decreased from $11.2 million to $7.3 million for the nine months ended November 30, 2024 and 2025, respectively, reflecting the decrease in net investment income during the nine months ended November 30, 2025 as compared to the nine months ended November 30, 2024. The incentive fee on capital gains remained unchanged at $0.0 million for both the nine months ended November 30, 2024 and November 30, 2025, reflecting no incentive fee on net realized and unrealized depreciation recognized during both these periods, with the liability floor capped at zero.

Previous wording

For the three months ended August 31, 2025, professional fees increased $0.5 million, or 416.3% compared to the three months ended August 31, 2024.

Current wording

For the three months ended November 30, 2025, professional fees increased $0.2 million, or 29.4% compared to the three months ended November 30, 2024.

Previous wording

For the six months ended August 31, 2025, professional fees increased $0.2 million, or 19.9% compared to the six months ended August 31, 2024.

Current wording

For the nine months ended November 30, 2025, professional fees increased $0.4 million, or 23.5% compared to the nine months ended November 30, 2024.

Previous wording

For the three months ended August 31, 2025, administrator expenses increased $0.2 million, or 13.2% compared to the three months ended August 31, 2024, reflecting the contractual changes to the administrator agreement cap.

Current wording

For the three months ended November 30, 2025, administrator expenses increased $0.1 million, or 8.0% compared to the three months ended November 30, 2024, reflecting the contractual changes to the administrator agreement cap.

Previous wording

For the six months ended August 31, 2025, administrator expenses increased $0.3 million, or 14.7% compared to the six months ended August 31, 2024, reflecting the contractual changes to the administrator agreement cap.

Current wording

For the nine months ended November 30, 2025, administrator expenses increased $0.4 million, or 12.3% compared to the nine months ended November 30, 2024, reflecting the contractual changes to the administrator agreement cap.

Previous wording

For the three months ended August 31, 2025, general and administrative expenses decreased $0.4 million, or 49.8% compared to the three months ended August 31, 2024.

Current wording

For the three months ended November 30, 2025, general and administrative expenses increased $0.1 million, or 17.0% compared to the three months ended November 30, 2024.

Previous wording

For the six months ended August 31, 2025, general and administrative expenses increased $0.4 million, or 26.0% compared to the six months ended August 31, 2024.

Current wording

For the nine months ended November 30, 2025, general and administrative expenses decreased $0.2 million, or 11.1% compared to the nine months ended November 30, 2024.

Previous wording

As discussed above, the decrease in interest and debt financing expenses for the three months ended August 31, 2025 compared to the three months ended August 31, 2024 is primarily attributable to a decrease in the overall average dollar amount of outstanding debt. For the three months ended August 31, 2025 and August 31, 2024, the average borrowings outstanding under the Encina Credit Facility was $32.5 million and $32.5 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Encina Credit Facility was 8.9% and 9.9%, respectively. For the three months ended August 31, 2025 and August 31, 2024, the average borrowings outstanding under the Live Oak Credit Facility was $37.5 million and $19.0 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Live Oak Credit Facility was 8.5% and 9.6%, respectively. For the three months ended August 31, 2025 and August 31, 2024, the average borrowings outstanding of SBA debentures was $170.0 million and $214.0 million, respectively. For the three months ended August 31, 2025 and August 31, 2024, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 3.0% and 3.3%, respectively. For the three months ended August 31, 2025 and August 31, 2024, the average borrowings outstanding of our Notes Payable was $546.4 million and $571.4 million, respectively. For the three months ended August 31, 2025 and August 31, 2024, the weighted average interest rate on the Notes Payable was 5.96% and 6.06%, respectively.

Current wording

As discussed above, the decrease in interest and debt financing expenses for the three months ended November 30, 2025 compared to the three months ended November 30, 2024 is primarily attributable to a decrease in the overall average dollar amount of outstanding debt. For the three months ended November 30, 2025 and November 30, 2024, the average borrowings outstanding under the Encina Credit Facility was $0.0 million and $32.5 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Encina Credit Facility was 8.8% and 9.4%, respectively. For the three months ended November 30, 2025 and November 30, 2024, the average borrowings outstanding under the Valley Credit Facility was $32.5 million and $0.0 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Valley Credit Facility was 6.9% and 0.0%, respectively. For the three months ended November 30, 2025 and November 30, 2024, the average borrowings outstanding under the Live Oak Credit Facility was $37.5 million and $20.0 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Live Oak Credit Facility was 8.4% and 9.0%, respectively. For the three months ended November 30, 2025 and November 30, 2024, the average borrowings outstanding of SBA debentures was $170.0 million and $214.0 million, respectively. For the three months ended November 30, 2025 and November 30, 2024, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 3.0% and 3.3%, respectively. For the three months ended November 30, 2025 and November 30, 2024, the average borrowings outstanding of our Notes Payable was $535.3 million and $571.4 million, respectively. For the three months ended November 30, 2025 and November 30, 2024, the weighted average interest rate on the Notes Payable was 5.9% and 6.1%, respectively.

Previous wording

As discussed above, the decrease in interest and debt financing expenses for the six months ended August 31, 2025 compared to the six months ended August 31, 2024 is primarily attributable to a decrease in the overall average dollar amount of outstanding debt. For the six months ended August 31, 2025 and August 31, 2024, the average borrowings outstanding under the Encina Credit Facility was $32.5 million and $33.6 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Encina Credit Facility was 8.9% and 9.9%, respectively. For the six months ended August 31, 2025 and August 31, 2024, the average borrowings outstanding under the Live Oak Credit Facility was $35.0 million and $16.0 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Live Oak Credit Facility was 8.5% and 9.5%, respectively. For the six months ended August 31, 2025 and August 31, 2024, the average borrowings outstanding of SBA debentures was $170.0 million and $214.0 million, respectively. For the six months ended August 31, 2025 and August 31, 2024, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 3.0% and 3.4%, respectively. For the six months ended August 31, 2025 and August 31, 2024, the average borrowings outstanding of our Notes Payable was $546.4 million and $571.4 million, respectively. For the six months ended August 31, 2025 and August 31, 2024, the weighted average interest rate on the Notes Payable was 6.0% and 6.1%, respectively.

Current wording

As discussed above, the decrease in interest and debt financing expenses for the nine months ended November 30, 2025 compared to the nine months ended November 30, 2024 is primarily attributable to a decrease in the overall average dollar amount of outstanding debt. For the nine months ended November 30, 2025 and November 30, 2024, the average borrowings outstanding under the Encina Credit Facility was $29.5 million and $33.3 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Encina Credit Facility was 8.8% and 9.7%, respectively. For the nine months ended November 30, 2025 and November 30, 2024, the average borrowings outstanding under the Valley Credit Facility was $3.0 million and $0.0 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Valley Credit Facility was 6.9% and 0.0%, respectively. For the nine months ended November 30, 2025 and November 30, 2024, the average borrowings outstanding under the Live Oak Credit Facility was $35.8 million and $17.3 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Live Oak Credit Facility was 8.4% and 9.3%, respectively. For the nine months ended November 30, 2025 and November, 2024, the average borrowings outstanding of SBA debentures was $170.0 million and $214.0 million, respectively. For the nine months ended November 30, 2025 and November 30, 2024, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 3.0% and 3.3%, respectively. For the nine months ended November 30, 2025 and November 30, 2024, the average borrowings outstanding of our Notes Payable was $547.3 million and $571.4 million, respectively. For the nine months ended November 30, 2025 and November 30, 2024, the weighted average interest rate on the Notes Payable was 5.9% and 6.1%, respectively.

Previous wording

The weighted average dollar amount of our unsecured notes for the three and six months ended August 31, 2025 and August 31, 2024 was as follows:

Current wording

The weighted average dollar amount of our unsecured notes for the three and nine months ended November 30, 2025 and November 30, 2024 was as follows:

Previous wording

For the three and six months ended August 31, 2025 and August 31, 2024, there were income tax expense (benefits) of ($.01) million and $0.1 million, respectively and $.04 million and $0.1 million This relates to net deferred federal and state income tax expense (benefit) with respect to operating gains and losses and income derived from equity investments held in entities that are treated as corporations for U.S. federal income tax purposes, as well as current U.S. federal and state income taxes on those operating gains and losses when realized.

Current wording

For the three and nine months ended November 30, 2025 and November 30, 2024, there were income tax expense (benefits) of $(0.2) million and $0.0 million, respectively and $(0.2) million and $0.1 million This relates to net deferred federal and state income tax expense (benefit) with respect to operating gains and losses and income derived from equity investments held in entities that are treated as corporations for U.S. federal income tax purposes, as well as current U.S. federal and state income taxes on those operating gains and losses when realized.

Previous wording

For the three months ended August 31, 2025, we had $29.8 million of sales, repayments, exits or restructurings resulting in $0.05 million of net realized gains. For the six months ended August 31, 2025, we had $94.9 million of sales, repayments, exits or restructurings resulting in $3.0 million of net realized gains.

Current wording

For the three months ended November 30, 2025, we had $54.9 million of sales, repayments, exits or restructurings resulting in $3.1 million of net realized gains. For the nine months ended November 30, 2025, we had $149.0 million of sales, repayments, exits or restructurings resulting in $6.0 million of net realized gains.

Showing the first 40 of 90 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

On September 24, 2025, the Company completed the first refinancing of SLF 2022. This refinancing, among other things, extended the SLF 2022’s investment period to October 2028. As part of this refinancing, the Company purchased $8.8 million of the SLF 2022-1 Class E-R Notes tranche at par. Concurrently, the existing $12.3 million of the SLF 2022-1 Class E Notes were repaid. The Company also paid $1.6 million of additional equity investment related to the refinancing to SLF JV.

Current report — wording carried from elsewhere

The $4.8 million of net realized gains was from the sale of the equity position in our Invita (fka HemaTerra Holding Company, LLC) investment.

Current report — wording carried from elsewhere

The Encina Credit Facility also required payment of outstanding borrowings or replacement of pledged loan assets upon our breach of our representation and warranty that pledged loan assets included in the borrowing base were “eligible” loan assets. Such ineligible collateral loans were excluded from the calculation of the borrowing base and could have led to a Borrowing Base Deficiency, which could have been cured by effecting one or more (or any combination thereof) of the following actions: (A) deposit into or credit to the collection account cash and eligible investments, (B) repay outstanding borrowings (together with certain costs and expenses), (C) sell or substitute loan assets in accordance with the Encina Credit Facility, or (D) pledge additional loan assets as collateral. Compliance with the Collateral Tests was also a condition to the discretionary sale of pledged loan assets by us.