SARATOGA INVESTMENT CORP. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended May 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 814-00732 SARATOGA INVESTMENT CORP. (Exact name of registrant as specified in its charter) Maryland 20-8700615 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 535 Madison Avenue New York, New York 10022 (Address of principal executive offices) (212) 906-7800 (Registrant’s telephone number, including area code) 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 The New York Stock Exchange 6.00% Notes due 2027 SAT The New York Stock Exchange 8.00% Notes due 2027 SAJ The New York Stock Exchange 8.125% Notes due 2027 SAY The New York Stock Exchange 8.50% Notes due 2027 SAZ The New York Stock Exchange Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ 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 ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of outstanding common shares of the registrant as of July 8, 2024 was 13,745,769 . TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION 1 Item 1. Consolidated Financial Statements 1 Consolidated Statements of Assets and Liabilities as of May 31, 2024 (unaudited) and February 29, 2024 1 Consolidated Statements of Operations for the three months ended May 31, 2024 (unaudited) and May 31, 2023 (unaudited) 2 Consolidated Statements of Changes in Net Assets for three months ended May 31, 2024 (unaudited) and May 31, 2023 (unaudited) 3 Consolidated Statements of Cash Flows for the three months ended May 31, 2024 (unaudited) and May 31, 2023 (unaudited) 4 Consolidated Schedules of Investments as of May 31, 2024 (unaudited) and February 29, 2024 5 Notes to Consolidated Financial Statements as of May 31, 2024 (unaudited) 34 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 112 Item 3. Quantitative and Qualitative Disclosures About Market Risk 145 Item 4. Controls and Procedures 146 PART II. OTHER INFORMATION 147 Item 1. Legal Proceedings 147 Item 1A. Risk Factors 147 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 147 Item 3. Defaults Upon Senior Securities 147 Item 4. Mine Safety Disclosures 147 Item 5. Other Information 147 Item 6. Exhibits 148 Signatures 150 i PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Saratoga Investment Corp. Consolidated Statements of Assets and Liabilities May 31, 2024 February 29, 2024 (unaudited) ASSETS Investments at fair value Non-control/Non-affiliate investments (amortized cost of $ 1,018,223,820 and $ 1,035,879,751 , respectively) $ 1,016,275,510 $ 1,019,774,616 Affiliate investments (amortized cost of $ 26,950,411 and $ 26,707,415 , respectively) 28,593,356 27,749,137 Control investments (amortized cost of $ 77,443,726 and $ 117,196,571 , respectively) 50,690,574 91,270,036 Total investments at fair value (amortized cost of $ 1,122,617,957 and $ 1,179,783,737 , respectively) 1,095,559,440 1,138,793,789 Cash and cash equivalents 32,228,082 8,692,846 Cash and cash equivalents, reserve accounts 61,068,835 31,814,278 Interest receivable (net of reserve of $ 10,431,823 and $ 9,490,340 , respectively) 9,618,449 10,298,998 Management fee receivable 335,056 343,023 Other assets 1,686,122 1,163,225 Current income tax receivable 15,431 99,676 Receivable from open trade 1,269,231 - Total assets $ 1,201,780,646 $ 1,191,205,835 LIABILITIES Revolving credit facilities $ 45,500,000 $ 35,000,000 Deferred debt financing costs, revolving credit facilities ( 1,538,040 ) ( 882,122 ) SBA debentures payable 214,000,000 214,000,000 Deferred debt financing costs, SBA debentures payable ( 5,543,363 ) ( 5,779,892 ) 8.75% Notes Payable 2025 20,000,000 20,000,000 Discount on 8.75% notes payable 2025 ( 87,537 ) ( 112,894 ) Deferred debt financing costs, 8.75% notes payable 2025 ( 3,667 ) ( 4,777 ) 7.00% Notes Payable 2025 12,000,000 12,000,000 Discount on 7.00 % notes payable 2025 ( 162,963 ) ( 193,175 ) Deferred debt financing costs, 7.00 % notes payable 2025 ( 20,211 ) ( 24,210 ) 7.75% Notes Payable 2025 5,000,000 5,000,000 Deferred debt financing costs, 7.75 % notes payable 2025 ( 60,707 ) ( 74,531 ) 4.375% Notes Payable 2026 175,000,000 175,000,000 Premium on 4.375 % notes payable 2026 502,419 564,260 Deferred debt financing costs, 4.375 % notes payable 2026 ( 1,495,746 ) ( 1,708,104 ) 4.35% Notes Payable 2027 75,000,000 75,000,000 Discount on 4.35 % notes payable 2027 ( 283,594 ) ( 313,010 ) Deferred debt financing costs, 4.35 % notes payable 2027 ( 946,373 ) ( 1,033,178 ) 6.25% Notes Payable 2027 15,000,000 15,000,000 Deferred debt financing costs, 6.25 % notes payable 2027 ( 255,476 ) ( 273,449 ) 6.00% Notes Payable 2027 105,500,000 105,500,000 Discount on 6.00 % notes payable 2027 ( 114,881 ) ( 123,782 ) Deferred debt financing costs, 6.00 % notes payable 2027 ( 2,047,886 ) ( 2,224,403 ) 8.00% Notes Payable 2027 46,000,000 46,000,000 Deferred debt financing costs, 8.00 % notes payable 2027 ( 1,186,999 ) ( 1,274,455 ) 8.125% Notes Payable 2027 60,375,000 60,375,000 Deferred debt financing costs, 8.125 % notes payable 2027 ( 1,460,917 ) ( 1,563,594 ) 8.50 % Notes Payable 2028 57,500,000 57,500,000 Deferred debt financing costs, 8.50% notes payable 2028 ( 1,577,477 ) ( 1,680,039 ) Base management and incentive fees payable 8,567,315 8,147,217 Deferred tax liability 4,136,772 3,791,150 Accounts payable and accrued expenses 1,324,378 1,337,542 Interest and debt fees payable 4,935,426 3,582,173 Due to Manager 370,091 450,000 Total liabilities 833,925,564 820,981,727 Commitments and contingencies (See Note 9) NET ASSETS Common stock, par value $ 0.001 , 100,000,000 common shares authorized, 13,698,966 and 13,653,476 common shares issued and outstanding, respectively 13,699 13,654 Capital in excess of par value 372,068,726 371,081,199 Total distributable deficit ( 4,227,343 ) ( 870,745 ) Total net assets 367,855,082 370,224,108 Total liabilities and net assets $ 1,201,780,646 $ 1,191,205,835 NET ASSET VALUE PER SHARE $ 26.85 $ 27.12 See accompanying notes to consolidated financial statements. 1 Saratoga Investment Corp. Consolidated Statements of Operations (unaudited) For the three months ended May 31, 2024 May 31, 2023 INVESTMENT INCOME Interest from investments Interest income: Non-control/Non-affiliate investments $ 31,224,277 $ 26,310,793 Affiliate investments 496,840 727,086 Control investments 1,997,112 2,045,860 Payment in kind interest income: - Non-control/Non-affiliate investments 63,830 124,895 Affiliate investments 241,104 207,589 Control investments 283,313 141,563 Total interest from investments 34,306,476 29,557,786 Interest from cash and cash equivalents 624,631 804,289 Management fee income 804,456 816,788 Dividend income(*): Non-control/Non-affiliate investments 249,491 17,420 Control investments 1,297,050 1,823,510 Total dividend from investments 1,546,541 1,840,930 Structuring and advisory fee income 410,843 1,429,222 Other income 985,203 183,028 Total investment income 38,678,150 34,632,043 OPERATING EXPENSES Interest and debt financing expenses 12,962,081 11,692,822 Base management fees 4,982,580 4,564,189 Incentive management fees expense (benefit) 3,584,734 103,348 Professional fees 999,310 486,050 Administrator expenses 1,075,000 818,750 Insurance 77,596 81,901 Directors fees and expenses 113,000 89,068 General and administrative 609,127 830,728 Income tax expense (benefit) ( 60,283 ) 6,237 Total operating expenses 24,343,145 18,673,093 NET INVESTMENT INCOME 14,335,005 15,958,950 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) from investments: Non-control/Non-affiliate investments - 90,691 Control investments ( 21,194,997 ) - Net realized gain (loss) from investments ( 21,194,997 ) 90,691 Net change in unrealized appreciation (depreciation) on investments: Non-control/Non-affiliate investments 14,156,825 ( 1,728,134 ) Affiliate investments 601,223 ( 245,284 ) Control investments ( 826,617 ) ( 14,348,889 ) Net change in unrealized appreciation (depreciation) on investments 13,931,431 ( 16,322,307 ) Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments ( 461,001 ) 59,407 Net realized and unrealized gain (loss) on investments ( 7,724,567 ) ( 16,172,209 ) NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 6,610,438 $ ( 213,259 ) WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE $ 0.48 $ ( 0.02 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED 13,683,314 11,862,163 * Certain prior period amounts have been reclassified to conform to current period presentation. See accompanying notes to consolidated financial statements. 2 Saratoga Investment Corp. Consolidated Statements of Changes in Net Assets (unaudited) For the three months ended May 31, 2024 May 31, 2023 DECREASE FROM OPERATIONS: Net investment income $ 14,335,005 $ 15,958,950 Net realized gain (loss) from investments ( 21,194,997 ) 90,691 Net change in unrealized appreciation (depreciation) on investments 13,931,431 ( 16,322,307 ) Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments ( 461,001 ) 59,407 Net increase (decrease) in net assets resulting from operations 6,610,438 ( 213,259 ) DECREASE FROM SHAREHOLDER DISTRIBUTIONS: Total distributions to shareholders ( 9,967,036 ) ( 8,193,402 ) Net decrease in net assets from shareholder distributions ( 9,967,036 ) ( 8,193,402 ) CAPITAL SHARE TRANSACTIONS: Stock dividend distribution 987,572 1,058,844 Repurchases of common stock - ( 2,157,605 ) Repurchase fees - ( 1,772 ) Net increase (decrease) in net assets from capital share transactions 987,572 ( 1,100,533 ) Total decrease in net assets ( 2,369,026 ) ( 9,507,194 ) Net assets at beginning of period 370,224,108 346,958,042 Net assets at end of period $ 367,855,082 $ 337,450,848 See accompanying notes to consolidated financial statements. 3 Saratoga Investment Corp. Consolidated Statements of Cash Flows (unaudited) For the three months ended May 31, 2024 May 31, 2023 Operating activities NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 6,610,438 $ ( 213,259 ) ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: Payment-in-kind and other adjustments to cost 383,131 1,473,779 Net accretion of discount on investments ( 814,013 ) ( 461,543 ) Amortization of deferred debt financing costs 1,238,632 1,220,162 Income tax expense (benefit) ( 60,283 ) 6,237 Net realized (gain) loss from investments 21,194,997 ( 90,691 ) Net change in unrealized (appreciation) depreciation on investments ( 13,931,431 ) 16,322,307 Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments 461,001 ( 59,407 ) Proceeds from sales and repayments of investments 75,702,723 11,067,194 Purchases of investments ( 39,301,058 ) ( 139,818,921 ) (Increase) decrease in operating assets: Interest receivable 680,549 328,202 Management fee receivable 7,967 1,783 Other assets ( 522,897 ) ( 136,569 ) Receivable from open trades ( 1,269,231 ) - Current income tax receivable 84,245 336,875 Increase (decrease) in operating liabilities: Base management and incentive fees payable 420,098 ( 2,490,034 ) Accounts payable and accrued expenses ( 13,164 ) 434,280 Interest and debt fees payable 1,353,253 832,931 Directors fees payable - ( 14,932 ) Due to Manager ( 79,909 ) 348,138 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 52,145,048 ( 110,913,468 ) Financing activities Borrowings on debt 23,000,000 32,500,000 Paydowns on debt ( 12,500,000 ) ( 30,000,000 ) Issuance of notes - 77,500,000 Payments of deferred debt financing costs ( 875,791 ) ( 2,715,705 ) Payments of cash dividends ( 8,979,464 ) ( 7,134,558 ) Repurchases of common stock - ( 2,157,605 ) Repurchases fees - ( 1,772 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 644,745 67,990,360 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS 52,789,793 ( 42,923,108 ) CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD 40,507,124 96,076,273 CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD (See note 2) $ 93,296,917 $ 53,153,165 Supplemental information: Interest paid during the period $ 10,370,196 $ 9,639,729 Cash paid for taxes 54,821 300 Supplemental non-cash information: Payment-in-kind interest income and other adjustments to cost ( 383,131 ) ( 1,473,779 ) Net accretion of discount on investments 814,013 461,543 Amortization of deferred debt financing costs 1,238,632 1,220,162 Stock dividend distribution 987,572 1,058,844 See accompanying notes to consolidated financial statements. 4 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Non-control/Non-affiliate investments - 276.3% (b) Altvia MidCo, LLC. Alternative Investment Management Software First Lien Term Loan (3M USD TERM SOFR+ 8.50 %), 13.84 % Cash, 7/18/2027 7/18/2022 $ 7,880,000 $ 7,824,927 $ 7,902,852 2.1 % Altvia MidCo, LLC. (h) Alternative Investment Management Software Series A-1 Preferred Shares 7/18/2022 2,000,000 2,000,000 2,644,222 0.7 % Total Alternative Investment Management Software 9,824,927 10,547,074 2.8 % BQE Software, Inc. Architecture & Engineering Software First Lien Term Loan (3M USD TERM SOFR+ 6.75 %), 12.09 % Cash, 4/13/2028 4/13/2023 $ 24,500,000 24,291,548 24,779,300 6.7 % BQE Software, Inc. (j) Architecture & Engineering Software Delayed Draw Term Loan (3M USD TERM SOFR+ 6.75 %), 12.09 % Cash, 4/13/2028 4/13/2023 $ 750,000 743,821 758,550 0.2 % Total Architecture & Engineering Software 25,035,369 25,537,850 6.9 % GrowthZone, LLC Association Management Software First Lien Term Loan (3M USD TERM SOFR+ 8.25 %), 13.59 % Cash, 5/10/2028 5/10/2023 $ 23,454,023 23,108,890 23,951,248 6.5 % Golden TopCo LP (h) Association Management Software Class A-2 Common Units 5/10/2023 1,072,394 1,072,394 1,250,308 0.3 % Total Association Management Software 24,181,284 25,201,556 6.8 % Artemis Wax Corp. (d)(j) Consumer Services Delayed Draw Term Loan (1M USD TERM SOFR+ 7.5 %), 12.83 % Cash, 5/20/2026 5/20/2021 $ 57,500,000 57,253,350 58,040,500 15.8 % Artemis Wax Corp. (h) Consumer Services Series B-1 Preferred Stock 5/20/2021 934,463 1,500,000 3,447,326 0.9 % Artemis Wax Corp. (h) Consumer Services Series D Preferred Stock 12/22/2022 290,595 1,500,000 1,766,120 0.5 % Total Consumer Services 60,253,350 63,253,946 17.2 % Schoox, Inc. (h), (i) Corporate Education Software Series 1 Membership Interest 12/8/2020 1,050 475,698 4,447,058 1.2 % Total Corporate Education Software 475,698 4,447,058 1.2 % GreyHeller LLC (h) Cyber Security Common Stock 11/10/2021 7,857,689 1,906,275 3,082,324 0.8 % Total Cyber Security 1,906,275 3,082,324 0.8 % 5 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Gen4 Dental Partners Holdings, LLC (j) Dental Practice Management Delayed Draw Term Loan (3M USD TERM SOFR+ 5.50 %), 10.84 % Cash, 5/13/2030 5/14/2024 $ 7,142,857 7,071,642 7,071,429 1.9 % Gen4 Dental Partners Holdings, LLC (j) Dental Practice Management Revolving Credit Facility (3M USD TERM SOFR+ 5.50 %), 10.84 % Cash, 5/13/2030 5/14/2024 $ - - - 0.0 % Gen4 Dental Partners Holdings, LLC (h)(i) Dental Practice Management Series A Preferred Units 2/8/2023 493,999 1,027,519 1,136,198 0.3 % Modis Dental Partners OpCo, LLC Dental Practice Management First Lien Term Loan (1M USD TERM SOFR+ 9.46 %), 14.79 % Cash, 4/18/2028 4/18/2023 $ 7,000,000 6,911,107 7,140,000 1.9 % Modis Dental Partners OpCo, LLC Dental Practice Management Delayed Draw Term Loan (1M USD TERM SOFR+ 9.46 %), 14.79 % Cash, 4/18/2028 4/18/2023 $ 7,500,000 7,397,705 7,650,000 2.1 % Modis Dental Partners OpCo, LLC (h) Dental Practice Management Class A Preferred Units 4/18/2023 2,950,000 2,950,000 2,950,000 0.8 % New England Dental Partners Dental Practice Management First Lien Term Loan (3M USD TERM SOFR+ 8.00 %), 13.49 % Cash, 11/25/2025 11/25/2020 $ 6,555,000 6,532,838 6,547,790 1.8 % New England Dental Partners Dental Practice Management Delayed Draw Term Loan (3M USD TERM SOFR+ 8.00 %), 13.49 % Cash, 11/25/2025 11/25/2020 $ 2,150,000 2,145,549 2,147,635 0.6 % Total Dental Practice Management 34,036,360 34,643,052 9.4 % Exigo, LLC (d) Direct Selling Software First Lien Term Loan (1M USD TERM SOFR+ 6.25 %), 11.68 % Cash, 3/16/2027 3/16/2022 $ 24,251,269 24,118,453 23,465,528 6.4 % Exigo, LLC (j) Direct Selling Software Revolving Credit Facility (1M USD TERM SOFR+ 6.25 %), 11.68 % Cash, 3/16/2027 3/16/2022 $ - - ( 20,250 ) 0.0 % Exigo, LLC (h), (i) Direct Selling Software Common Units 3/16/2022 1,041,667 1,041,667 952,614 0.3 % Total Direct Selling Software 25,160,120 24,397,892 6.7 % C2 Educational Systems, Inc. (d) Education Services First Lien Term Loan (3M USD TERM SOFR+ 8.50 %), 13.84 % Cash, 5/31/2025 5/31/2017 $ 23,000,000 22,971,587 22,933,300 6.2 % C2 Educational Systems, Inc. (j) Education Services Delayed Draw Term Loan (3M USD TERM SOFR+ 8.50 %), 13.84 % Cash, 5/31/2025 4/28/2023 $ - - - 0.0 % C2 Education Systems, Inc. (h) Education Services Series A-1 Preferred Stock 5/18/2021 3,127 499,904 583,479 0.2 % Total Education Services 23,471,491 23,516,779 6.4 % 6 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Modern Campus (fka Destiny Solutions Inc.) (h)(i) Education Software Limited Partner Interests 5/16/2018 3,068 3,969,291 10,309,787 2.8 % GoReact Education Software First Lien Term Loan (3M USD TERM SOFR+ 7.50 %), 13.04 % Cash/ 1.00 % PIK, 1/17/2025 1/17/2020 $ 8,108,461 8,090,146 8,108,461 2.2 % GoReact (j) Education Software Delayed Draw Term Loan (3M USD TERM SOFR+ 7.50 %), 13.04 % Cash/ 1.00 % PIK, 1/17/2025 1/18/2022 $ 1,501,528 1,501,528 1,501,528 0.4 % Identity Automation Systems (h) Education Software Common Stock Class A-2 Units 8/25/2014 232,616 232,616 548,824 0.1 % Identity Automation Systems (h) Education Software Common Stock Class A-1 Units 3/6/2020 43,715 171,571 240,035 0.1 % Ready Education Education Software First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.34 % Cash, 8/5/2027 8/5/2022 $ 27,000,000 26,810,487 26,908,200 7.3 % Total Education Software 40,775,639 47,616,835 12.9 % TG Pressure Washing Holdings, LLC (h) Facilities Maintenance Preferred Equity 8/12/2019 488,148 488,148 166,545 0.0 % Total Facilities Maintenance 488,148 166,545 0.0 % Davisware, LLC Field Service Management First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.34 % Cash, 7/31/2024 9/6/2019 $ 6,000,000 5,997,322 5,990,400 1.6 % Davisware, LLC Field Service Management Delayed Draw Term Loan (3M USD TERM SOFR+ 7.00 %), 12.34 % Cash, 7/31/2024 9/6/2019 $ 5,477,790 5,474,844 5,469,026 1.5 % Total Field Service Management 11,472,166 11,459,426 3.1 % GDS Software Holdings, LLC Financial Services First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.34 % Cash, 12/30/2026 12/30/2021 $ 22,713,926 22,629,328 22,734,369 6.2 % GDS Software Holdings, LLC (d) Financial Services Delayed Draw Term Loan (3M USD TERM SOFR+ 7.00 %), 12.34 % Cash, 12/30/2026 12/30/2021 $ 3,286,074 3,263,321 3,289,031 0.9 % GDS Software Holdings, LLC (h) Financial Services Common Stock Class A Units 8/23/2018 250,000 250,000 515,832 0.1 % Total Financial Services 26,142,649 26,539,232 7.2 % Ascend Software, LLC Financial Services Software First Lien Term Loan (3M USD TERM SOFR+ 7.50 %), 13.10 % Cash, 12/15/2026 12/15/2021 $ 6,000,000 5,965,778 5,944,200 1.6 % Ascend Software, LLC (j) Financial Services Software Delayed Draw Term Loan (3M USD TERM SOFR+ 7.50 %), 13.10 % Cash, 12/15/2026 12/15/2021 $ 4,050,000 4,031,912 4,012,335 1.1 % Total Financial Services Software 9,997,690 9,956,535 2.7 % 7 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Inspect Point Holdings, LLC Fire Inspection Business Software First Lien Term Loan (1M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 07/19/2028 7/19/2023 $ 10,000,000 9,912,373 10,041,000 2.7 % Inspect Point Holdings, LLC (j) Fire Inspection Business Software First Lien Term Loan (1M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 07/19/2028 7/19/2023 $ - - - 0.0 % Total Fire Inspection Business Software 9,912,373 10,041,000 2.7 % Stretch Zone Franchising, LLC (d) Health/Fitness Franchisor First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.34 % Cash, 3/31/2028 3/31/2023 $ 28,717,271 28,476,909 28,817,782 7.8 % Stretch Zone Franchising, LLC (j) Health/Fitness Franchisor Delayed Draw Term Loan (3M USD TERM SOFR+ 7.00 %), 12.34 % Cash, 3/31/2028 3/31/2023 $ - - - 0.0 % Stretch Zone Franchising, LLC (h) Health/Fitness Franchisor Class A Units 3/31/2023 20,000 2,000,000 2,187,884 0.6 % Total Health/Fitness Franchisor 30,476,909 31,005,666 8.4 % Alpha Aesthetics Partners OpCo, LLC Healthcare Services First Lien Term Loan (1M USD TERM SOFR+ 9.97 %), 15.30 % Cash, 3/20/2028 3/20/2023 $ 3,900,000 3,850,544 3,978,000 1.2 % Alpha Aesthetics Partners OpCo, LLC (j) Healthcare Services Delayed Draw Term Loan (1M USD TERM SOFR+ 9.97 %), 15.30 % Cash, 3/20/2028 3/20/2023 $ - 11,045,323 11,421,705 3.1 % Alpha Aesthetics Partners OpCo, LLC (h) Healthcare Services Class A Preferred Units 3/20/2023 3,175,000 3,175,000 3,608,107 1.0 % Axiom Medical Consulting, LLC Healthcare Services First Lien Term Loan (3M USD TERM SOFR+ 6.00 %), 11.34 % Cash, 9/11/2028 9/11/2023 $ 10,000,000 9,920,100 9,963,000 2.7 % Axiom Medical Consulting, LLC (j) Healthcare Services Delayed Draw Term Loan (3M USD TERM SOFR+ 6.00 %), 11.34 % Cash, 9/11/2028 9/11/2023 $ - - - 0.0 % Axiom Parent Holdings, LLC (h) Healthcare Services Class A Preferred Units 6/19/2018 400,000 258,389 496,904 0.1 % ComForCare Health Care (d) Healthcare Services First Lien Term Loan (3M USD TERM SOFR+ 6.25 %), 11.59 % Cash, 12/31/2027 1/31/2017 $ 39,000,000 38,848,168 39,171,600 10.6 % Total Healthcare Services 67,097,524 68,639,316 18.7 % 8 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Invita (fka HemaTerra Holding Company, LLC) (d) Healthcare Software First Lien Term Loan (1M USD TERM SOFR+ 8.25 %), 13.58 % Cash, 1/31/2027 4/15/2019 $ 54,788,655 54,511,745 54,947,542 14.9 % Invita (fka HemaTerra Holding Company, LLC) Healthcare Software Delayed Draw Term Loan (1M USD TERM SOFR+ 8.25 %), 13.58 % Cash, 1/31/2027 4/15/2019 $ 13,721,050 13,680,818 13,760,841 3.7 % Invita (fka TRC HemaTerra, LLC) (h) Healthcare Software Class D Membership Interests 4/15/2019 2,487 2,816,693 5,576,006 1.5 % Procurement Partners, LLC Healthcare Software First Lien Term Loan (3M USD TERM SOFR+ 6.50 %), 11.84 % Cash, 5/12/2026 11/12/2020 $ 35,125,000 34,984,808 35,125,000 9.5 % Procurement Partners, LLC (j) Healthcare Software Delayed Draw Term Loan (3M USD TERM SOFR+ 6.50 %), 11.84 % Cash, 5/12/2026 11/12/2020 $ 10,300,000 10,237,810 10,300,000 2.8 % Procurement Partners Holdings LLC (h) Healthcare Software Class A Units 11/12/2020 571,219 571,219 786,681 0.2 % Total Healthcare Software 116,803,093 120,496,070 32.6 % Roscoe Medical, Inc. (h) Healthcare Supply Common Stock 3/26/2014 5,081 508,077 - 0.0 % Total Healthcare Supply 508,077 - 0.0 % Book4Time, Inc. (a)(d) Hospitality/Hotel First Lien Term Loan (3M USD TERM SOFR+ 7.50 %), 12.84 %, 12/22/2025 12/22/2020 $ 3,136,517 3,125,220 3,136,517 0.9 % Book4Time, Inc. (a)(d) Hospitality/Hotel Delayed Draw Term Loan (3M USD TERM SOFR+ 7.50 %), 12.84 %, 12/22/2025 12/22/2020 $ 2,000,000 1,991,253 2,000,000 0.5 % Book4Time, Inc. (a)(h)(i) Hospitality/Hotel Class A Preferred Shares 12/22/2020 200,000 156,826 404,325 0.1 % Knowland Group, LLC (k) Hospitality/Hotel Second Lien Term Loan (3M USD TERM SOFR+ 8.00 %), 13.49 % Cash/ 3.00 % PIK, 12/31/2024 11/9/2018 $ 15,878,989 15,878,989 12,692,076 3.5 % Total Hospitality/Hotel 21,152,288 18,232,918 5.0 % Granite Comfort, LP (d) HVAC Services and Sales First Lien Term Loan (3M USD TERM SOFR+ 7.43 %), 12.77 % Cash, 5/16/2027 11/16/2020 $ 43,000,000 42,801,641 42,991,400 11.7 % Granite Comfort, LP (j)(d) HVAC Services and Sales Delayed Draw Term Loan (3M USD TERM SOFR+ 7.43 %), 12.77 % Cash, 5/16/2027 11/16/2020 $ 16,207,805 16,069,414 16,204,563 4.4 % Total HVAC Services and Sales 58,871,055 59,195,963 16.1 % 9 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Vector Controls Holding Co., LLC (d) Industrial Products First Lien Term Loan (3M USD TERM SOFR+ 6.50 %), 11.75 % Cash, 3/6/2025 3/6/2013 $ 923,886 923,886 923,886 0.3 % Vector Controls Holding Co., LLC (h) Industrial Products Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027 5/31/2015 343 - 8,151,341 2.2 % Total Industrial Products 923,886 9,075,227 2.5 % AgencyBloc, LLC Insurance Software First Lien Term Loan (3M USD TERM SOFR+ 7.76 %), 13.11 % Cash, 10/1/2026 10/1/2021 $ 15,755,114 15,665,476 15,772,444 4.3 % Panther ParentCo LLC (h) Insurance Software Class A Units 10/1/2021 2,500,000 2,500,000 4,132,491 1.1 % Total Insurance Software 18,165,476 19,904,935 5.4 % LogicMonitor, Inc. (d) IT Services First Lien Term Loan (3M USD TERM SOFR+ 6.50 %), 11.84 % Cash, 5/17/2026 3/20/2020 $ 43,000,000 42,967,165 43,000,000 11.7 % Total IT Services 42,967,165 43,000,000 11.7 % ActiveProspect, Inc. (d) Lead Management Software First Lien Term Loan (3M USD TERM SOFR+ 6.00 %), 11.54 % Cash, 8/8/2027 8/8/2022 $ 12,000,000 11,925,329 12,120,000 3.3 % ActiveProspect, Inc. (j) Lead Management Software Delayed Draw Term Loan (3M USD TERM SOFR+ 6.00 %), 11.54 % Cash, 8/8/2027 8/8/2022 $ - - - 0.0 % Total Lead Management Software 11,925,329 12,120,000 3.3 % Centerbase, LLC Legal Software First Lien Term Loan (3M USD TERM SOFR+ 8.52 %), 13.96 % Cash, 1/18/2027 1/18/2022 $ 20,979,840 20,843,046 20,862,353 5.7 % Total Legal Software 20,843,046 20,862,353 5.7 % Madison Logic, Inc. (d) Marketing Orchestration Software First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.34 % Cash, 12/30/2028 12/30/2022 $ 18,810,000 18,513,917 18,381,132 5.0 % Total Marketing Orchestration Software 18,513,917 18,381,132 5.0 % ARC Health OpCo LLC (d) Mental Healthcare Services First Lien Term Loan (3M USD TERM SOFR+ 8.44 %), 13.78 % Cash, 8/5/2027 8/5/2022 $ 6,500,000 6,441,803 6,419,400 1.7 % ARC Health OpCo LLC (d) Mental Healthcare Services Delayed Draw Term Loan (3M USD TERM SOFR+ 8.44 %), 13.78 % Cash, 8/5/2027 8/5/2022 $ 26,914,577 26,901,549 26,564,515 7.2 % ARC Health OpCo LLC (h) Mental Healthcare Services Class A Preferred Units 8/5/2022 3,818,400 4,169,599 2,405,592 0.7 % Total Mental Healthcare Services 37,512,951 35,389,507 9.6 % 10 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Chronus LLC Mentoring Software First Lien Term Loan (3M USD TERM SOFR+ 5.25 %), 10.74 % Cash, 8/26/2026 8/26/2021 $ 15,000,000 14,921,202 14,959,500 4.1 % Chronus LLC (d) Mentoring Software First Lien Term Loan (3M USD TERM SOFR+ 6.00 %), 11.49 % Cash, 8/26/2026 8/26/2021 $ 5,000,000 4,965,481 4,986,500 1.4 % Chronus LLC (h) Mentoring Software Series A Preferred Stock 8/26/2021 3,000 3,000,000 2,262,537 0.6 % Total Mentoring Software 22,886,683 22,208,537 6.1 % Omatic Software, LLC Non-profit Services First Lien Term Loan (3M USD TERM SOFR+ 8.00 %), 13.60 % Cash/ 1.00 % PIK, 6/30/2025 5/29/2018 $ 16,311,806 16,286,276 16,346,061 4.4 % Total Non-profit Services 16,286,276 16,346,061 4.4 % Emily Street Enterprises, L.L.C. (d) Office Supplies Senior Secured Note (3M USD TERM SOFR+ 7.50 %), 12.84 % Cash, 12/31/2025 12/28/2012 $ 6,000,000 5,992,973 6,027,000 1.6 % Emily Street Enterprises, L.L.C. (h) Office Supplies Warrant Membership Interests, Expires 12/31/2025 12/28/2012 49,318 400,000 1,272,566 0.3 % Total Office Supplies 6,392,973 7,299,566 1.9 % Buildout, Inc. (d) Real Estate Services First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.44 % Cash, 7/9/2025 7/9/2020 $ 14,000,000 13,958,951 13,633,200 3.7 % Buildout, Inc. Real Estate Services Delayed Draw Term Loan (3M USD TERM SOFR+ 7.00 %), 12.44 % Cash, 7/9/2025 2/12/2021 $ 38,500,000 38,370,244 37,491,300 10.2 % Buildout, Inc. (h)(i) Real Estate Services Limited Partner Interests 7/9/2020 1,250 1,372,557 1,231,050 0.3 % Total Real Estate Services 53,701,752 52,355,550 14.2 % Wellspring Worldwide Inc. Research Software First Lien Term Loan (1M USD TERM SOFR+ 8.42 %), 13.75 % Cash, 12/22/2028 6/27/2022 $ 9,552,000 9,476,791 9,483,226 2.6 % Wellspring Worldwide Inc. Research Software Delayed DrawTerm Loan (3M USD TERM SOFR+ 8.42 %), 13.76 % Cash, 12/22/2028 6/27/2022 $ 14,400,000 14,234,960 14,296,320 3.9 % Archimedes Parent LLC (h) Research Software Class A Common Units 6/27/2022 2,475,160 2,475,160 2,475,160 0.7 % Total Research Software 26,186,911 26,254,706 7.2 % 11 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets LFR Chicken LLC Restaurant First Lien Term Loan (1M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 11/19/2026 11/19/2021 $ 12,000,000 11,935,502 12,120,000 3.3 % LFR Chicken LLC (j) Restaurant Delayed Draw Term Loan (1M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 11/19/2026 11/19/2021 $ 18,000,000 17,848,951 18,180,000 4.9 % LFR Chicken LLC (h) Restaurant Series B Preferred Units 11/19/2021 497,183 1,000,000 1,222,352 0.3 % Total Restaurant 30,784,453 31,522,352 8.5 % JobNimbus LLC Roofing Contractor Software First Lien Term Loan (3M USD TERM SOFR+ 8.75 %), 14.24 % Cash, 9/20/2026 3/28/2023 $ 18,730,453 18,587,961 18,908,392 5.1 % Total Roofing Contractor Software 18,587,961 18,908,392 5.1 % Pepper Palace, Inc. (d)(k) Specialty Food Retailer First Lien Term Loan (3M USD TERM SOFR+ 6.25 %), 11.74 % Cash, 6/30/2026 6/30/2021 $ 33,320,000 33,166,709 2,289,084 0.6 % Pepper Palace, Inc. (j)(k) Specialty Food Retailer Delayed Draw Term Loan (3M USD TERM SOFR+ 6.25 %), 11.74 % Cash, 6/30/2026 6/30/2021 $ 1,601,600 1,593,684 110,030 0.0 % Pepper Palace, Inc. (j)(k) Specialty Food Retailer Revolving Credit Facility (3M USD TERM SOFR+ 6.25 %), 11.74 % Cash, 6/30/2026 6/30/2021 $ - - - 0.0 % Pepper Palace, Inc. (h) Specialty Food Retailer Membership Interest (Series A) 6/30/2021 1,000,000 1,000,000 - 0.0 % Pepper Palace, Inc. (h) Specialty Food Retailer Membership Interest (Series B) 6/30/2021 197,035 197,035 - 0.0 % Total Specialty Food Retailer 35,957,428 2,399,114 0.6 % ArbiterSports, LLC (d) Sports Management First Lien Term Loan (3M USD TERM SOFR+ 6.00 %), 11.34 % Cash, 2/21/2025 2/21/2020 $ 26,000,000 25,966,955 26,000,000 7.1 % ArbiterSports, LLC Sports Management Delayed Draw Term Loan (3M USD TERM SOFR+ 6.00 %), 11.34 % Cash, 2/21/2025 2/21/2020 $ - 1,000,000 1,000,000 0.3 % Total Sports Management 26,966,955 27,000,000 7.4 % 12 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Avionte Holdings, LLC (h) Staffing Services Class A Units 1/8/2014 100,000 100,000 3,523,559 1.0 % Total Staffing Services 100,000 3,523,559 1.0 % JDXpert Talent Acquisition Software First Lien Term Loan (3M USD TERM SOFR+ 8.50 %), 14.10 % Cash, 5/2/2027 5/2/2022 $ 6,000,000 5,958,724 6,060,000 1.6 % JDXpert (j) Talent Acquisition Software Delayed Draw Term Loan (3M USD TERM SOFR+ 8.50 %), 14.10 % Cash, 5/2/2027 5/2/2022 $ 1,000,000 992,073 1,010,000 0.3 % Jobvite, Inc. (d) Talent Acquisition Software First Lien Term Loan (6M USD TERM SOFR+ 8.00 %), 13.31 % Cash, 8/5/2028 8/5/2022 $ 20,000,000 19,887,312 19,982,000 5.9 % Total Talent Acquisition Software 26,838,109 27,052,000 7.8 % VetnCare MSO, LLC (j) Veterinary Services Delayed Draw Term Loan (3M USD TERM SOFR+ 5.75 %), 11.09 % Cash, 5/12/2028 5/12/2023 $ 4,680,505 4,640,064 4,695,482 1.3 % Total Veterinary Services 4,640,064 4,695,482 1.3 % Sub Total Non-control/Non-affiliate investments 1,018,223,820 1,016,275,510 276.3 % Affiliate investments - 7.8% (b) 13 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets ETU Holdings, Inc. (f) Corporate Education Software First Lien Term Loan (3M USD TERM SOFR+ 9.00 %), 14.49 % Cash, 8/18/2027 8/18/2022 $ 7,000,000 6,950,096 6,988,800 1.9 % ETU Holdings, Inc. (f) Corporate Education Software Second Lien Term Loan 15.00 % PIK, 2/18/2028 8/18/2022 $ 6,362,930 6,324,373 5,694,822 1.5 % ETU Holdings, Inc. (f)(h) Corporate Education Software Series A Preferred Units 8/18/2022 3,000,000 3,000,000 813,571 0.2 % Total Corporate Education Software 16,274,469 13,497,193 3.6 % Axero Holdings, LLC (f) Employee Collaboration Software First Lien Term Loan (3M USD TERM SOFR+ 8.00 %), 13.49 % Cash, 6/30/2026 6/30/2021 $ 5,500,000 5,471,285 5,500,000 1.5 % Axero Holdings, LLC (f) Employee Collaboration Software Delayed Draw Term Loan (3M USD TERM SOFR+ 8.00 %), 13.49 % Cash, 6/30/2026 6/30/2021 $ 1,100,000 1,093,439 1,100,000 0.3 % Axero Holdings, LLC (f)(j) Employee Collaboration Software Revolving Credit Facility (3M USD TERM SOFR+ 8.00 %), 13.49 % Cash, 6/30/2026 2/3/2022 $ - - - 0.0 % Axero Holdings, LLC (f)(h) Employee Collaboration Software Series A Preferred Units 6/30/2021 2,055,609 2,055,609 2,955,000 0.8 % Axero Holdings, LLC (f)(h) Employee Collaboration Software Series B Preferred Units 6/30/2021 2,055,609 2,055,609 5,541,163 1.6 % Total Employee Collaboration Software 10,675,942 15,096,163 4.2 % Sub Total Affiliate investments 26,950,411 28,593,356 7.8 % Control investments - 13.7% (b) 14 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Zollege PBC (k)(g) Education Services First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.34 % Cash/ 2.00 % PIK, 5/11/2026 5/11/2021 $ 1,651,086 1,651,086 1,651,086 0.4 % Zollege PBC (h)(g) Education Services Common Stock 5/11/2021 7,000,000 710 366,044 0.1 % Total Education Services 1,651,796 2,017,130 0.5 % Saratoga Investment Corp. CLO 2013-1, Ltd. (a)(e)(g) (m) Structured Finance Securities Other/Structured Finance Securities 0.00 %, 4/20/2033 1/22/2008 $ 111,000,000 19,821,991 4,424,899 1.2 % Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a)(g) Structured Finance Securities Other/Structured Finance Securities (3M USD TERM SOFR+ 10.00 %), 15.60 %, 4/20/2033 8/9/2021 $ 9,375,000 9,375,000 7,378,676 2.0 % Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note (a)(g) Structured Finance Securities Other/Structured Finance Securities (3M USD TERM SOFR+ 8.55 %), 13.89 %, 10/20/2033 10/28/2022 $ 12,250,000 11,392,500 12,250,000 3.3 % Total Structured Finance Securities 40,589,491 24,053,575 6.5 % Saratoga Senior Loan Fund I JV, LLC (a)(g)(j) Investment Fund Unsecured Loan 10.00%, 10/20/2033 12/17/2021 $ 17,618,954 17,618,954 15,818,297 4.3 % Saratoga Senior Loan Fund I JV, LLC (a)(g) Investment Fund Membership Interest 12/17/2021 17,583,486 17,583,485 8,801,572 2.4 % Total Investment Fund 35,202,439 24,619,869 6.7 % Sub Total Control investments 77,443,726 50,690,574 13.7 % TOTAL INVESTMENTS - 297.8% (b) $ 1,122,617,957 $ 1,095,559,440 297.8 % 15 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) Number of Shares Cost Fair Value % of Net Assets Cash and cash equivalents and cash and cash equivalents, reserve accounts - 25.4% (b) U.S. Bank Money Market (l) 93,296,917 $ 93,296,917 $ 93,296,917 25.4 % Total cash and cash equivalents and cash and cash equivalents, reserve accounts 93,296,917 $ 93,296,917 $ 93,296,917 25.4 % (1) Securities are exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and are restricted securities. Money market funds are valued at net asset value and are considered level 1 investments within the fair value hierarchy. (a) Represents an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of May 31, 2024, non-qualifying assets represent 4.4% of the Company’s portfolio at fair value. As a BDC, the Company generally has to invest at least 70% of its total assets in qualifying assets. (b) Percentages are based on net assets of $367,855,082 as of May 31, 2024. (c) Because there is no “readily available market quotations” (as defined in the 1940 Act) for these investments, the fair values of these investments were determined using significant unobservable inputs and approved in good faith by our board of directors. These investments have been included as Level 3 in the Fair Value Hierarchy (see Note 3 to the consolidated financial statements). (d) These securities are either fully or partially pledged as collateral under the Company’s senior secured revolving credit facility (see Note 8 to the consolidated financial statements). (e) This investment does not have a stated interest rate that is payable thereon. As a result, the 0.00% interest rate in the table above represents the effective interest rate currently earned on the investment cost and is based on the current cash interest and other income generated by the investment. (f) As defined in the 1940 Act, this portfolio company is an “affiliate” as we own between 5.0% and 25.0% of the outstanding voting securities. Transactions during the three months ended May 31, 2024 in which the issuer was an affiliate are as follows: Company Purchases Sales Total Interest from Investments Management Fee Income Net Realized Gain (Loss) from Investments Net Change in Unrealized Appreciation (Depreciation) Axero Holdings, LLC $ - $ - $ 230,261 $ - $ - $ 943,561 ETU Holdings, Inc. - - 507,683 - - ( 342,338 ) Total $ - $ - $ 737,944 $ - $ - $ 601,223 16 Saratoga Investment Corp. Consolidated Schedule of Investments May 31, 2024 (unaudited) (g) As defined in the 1940 Act, we “control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the three months ended May 31, 2024 in which the issuer was both an affiliate and a portfolio company that we control are as follows: Company Purchases Sales Total Interest from Investments Total Dividends from Investments Management Fee Income Net Realized Gain (Loss) from Investments Net Change in Unrealized Appreciation (Depreciation) Netreo Holdings, LLC $ - $ 2,260,337 $ 921,531 $ - $ - $ ( 6,084,162 ) $ 3,802,854 Zollege PBC 710 710 110,862 - - ( 15,110,835 ) 365,334 Saratoga Investment Corp. CLO 2013-1, Ltd. - - - - 804,456 - ( 2,895,832 ) Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note - - 434,231 - - - - Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note - - 373,327 - - - ( 1,496,551 ) Saratoga Senior Loan Fund I JV, LLC - - 440,474 - - - - Saratoga Senior Loan Fund I JV, LLC - - - 1,297,050 - - ( 602,422 ) Total $ 710 $ 2,261,047 $ 2,280,425 $ 1,297,050 $ 804,456 $ ( 21,194,997 ) $ ( 826,617 ) (h) Non-income producing at May 31, 2024. (i) Includes securities issued by an affiliate of the company. (j) All or a portion of this investment has an unfunded commitment as of May 31, 2024. (See Note 9 to the consolidated financial statements). (k) As of May 31, 2024, the investment was on non-accrual status. The fair value of these investments was approximately $16.7 million, which represented 1.5% of the Company’s portfolio (see Note 2 to the consolidated financial statements). (l) Included within cash and cash equivalents and cash and cash equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of May 31, 2024. (m) Interest rate floor is 0.0% and cannot be negative. SOFR - Secured Overnight Financing Rate 1M USD TERM SOFR - The 1 month USD TERM SOFR rate as of May 31, 2024 was 5.33%. 3M USD TERM SOFR - The 3 month USD TERM SOFR rate as of May 31, 2024 was 5.34%. 6M USD TERM SOFR - The 6 month USD TERM SOFR rate as of May 31, 2024 was 5.31%. PIK - Payment-in-Kind (see Note 2 to the consolidated financial statements). See accompanying notes to consolidated financial statements. 17 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Non-control/Non-affiliate investments - 276.5% (b) Altvia MidCo, LLC. Alternative Investment Management Software First Lien Term Loan (3M USD TERM SOFR+ 8.50 %), 13.83 % Cash, 7/18/2027 7/18/2022 $ 7,900,000 $ 7,840,328 $ 7,884,990 2.1 % Altvia MidCo, LLC. (h) Alternative Investment Management Software Series A-1 Preferred Shares 7/18/2022 2,000,000 2,000,000 2,894,346 0.8 % Total Alternative Investment Management Software 9,840,328 10,779,336 2.9 % BQE Software, Inc. Architecture & Engineering Software First Lien Term Loan (3M USD TERM SOFR+ 6.75 %), 12.08 % Cash, 4/13/2028 4/13/2023 $ 24,500,000 24,285,669 24,497,550 6.6 % BQE Software, Inc. (j) Architecture & Engineering Software Delayed Draw Term Loan (3M USD TERM SOFR+ 6.75 %), 12.08 % Cash, 4/13/2028 4/13/2023 $ 750,000 743,481 749,925 0.2 % Total Architecture & Engineering Software 25,029,150 25,247,475 6.8 % GrowthZone, LLC Association Management Software First Lien Term Loan (3M USD TERM SOFR+ 8.25 %), 13.58 % Cash, 5/10/2028 5/10/2023 $ 22,649,425 22,292,083 22,934,808 6.2 % Golden TopCo LP (h) Association Management Software Class A-2 Common Units 5/10/2023 1,072,394 1,072,394 1,154,132 0.3 % Total Association Management Software 23,364,477 24,088,940 6.5 % 18 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Artemis Wax Corp. (d)(j) Consumer Services Delayed Draw Term Loan (1M USD TERM SOFR+ 6.75 %), 12.07 % Cash, 5/20/2026 5/20/2021 $ 57,500,000 57,208,255 58,149,750 15.7 % Artemis Wax Corp. (h) Consumer Services Series B-1 Preferred Stock 5/20/2021 934,463 1,500,000 4,822,941 1.3 % Artemis Wax Corp. (h) Consumer Services Series D Preferred Stock 12/22/2022 278,769 1,500,000 1,716,380 0.5 % Total Consumer Services 60,208,255 64,689,071 17.5 % Schoox, Inc. (h), (i) Corporate Education Software Series 1 Membership Interest 12/8/2020 1,050 475,698 4,426,630 1.2 % Total Corporate Education Software 475,698 4,426,630 1.2 % GreyHeller LLC (h) Cyber Security Common Stock 11/10/2021 7,857,689 1,906,275 2,826,009 0.8 % Total Cyber Security 1,906,275 2,826,009 0.8 % Gen4 Dental Partners Holdings, LLC Dental Practice Management Delayed Draw Term Loan (3M USD TERM SOFR+ 10.22 %), 15.55 % Cash, 4/29/2026 2/8/2023 $ 11,000,000 10,979,958 11,110,000 3.0 % Gen4 Dental Partners Holdings, LLC (h)(i) Dental Practice Management Series A Preferred Units 2/8/2023 493,999 1,027,519 1,111,499 0.3 % Modis Dental Partners OpCo, LLC Dental Practice Management First Lien Term Loan (1M USD TERM SOFR+ 9.48 %), 14.80 % Cash, 4/18/2028 4/18/2023 $ 7,000,000 6,906,453 7,113,400 1.9 % Modis Dental Partners OpCo, LLC Dental Practice Management Delayed Draw Term Loan (1M USD TERM SOFR+ 9.48 %), 14.80 % Cash, 4/18/2028 4/18/2023 $ 7,500,000 7,392,367 7,621,500 2.1 % Modis Dental Partners OpCo, LLC (h) Dental Practice Management Class A Preferred Units 4/18/2023 2,950,000 2,950,000 2,682,996 0.7 % New England Dental Partners Dental Practice Management First Lien Term Loan (3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 11/25/2025 11/25/2020 $ 6,555,000 6,526,643 6,198,408 1.7 % New England Dental Partners Dental Practice Management Delayed Draw Term Loan (3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 11/25/2025 11/25/2020 $ 4,650,000 4,635,903 4,397,040 1.2 % Total Dental Practice Management 40,418,843 40,234,843 10.9 % 19 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Exigo, LLC (d) Direct Selling Software First Lien Term Loan (1M USD TERM SOFR+ 5.75 %), 11.17 % Cash, 3/16/2027 3/16/2022 $ 24,313,135 24,167,354 23,165,555 6.3 % Exigo, LLC (j) Direct Selling Software Revolving Credit Facility (1M USD TERM SOFR+ 5.75 %), 11.17 % Cash, 3/16/2027 3/16/2022 $ - - ( 49,167 ) 0.0 % Exigo, LLC (h), (i) Direct Selling Software Common Units 3/16/2022 1,041,667 1,041,667 957,067 0.3 % Total Direct Selling Software 25,209,021 24,073,455 6.6 % C2 Educational Systems, Inc. (d) Education Services First Lien Term Loan (3M USD TERM SOFR+ 8.50 %), 13.83 % Cash, 5/31/2025 5/31/2017 $ 21,500,000 21,478,821 21,459,150 5.8 % C2 Educational Systems, Inc. (j) Education Services Delayed Draw Term Loan (3M USD TERM SOFR+ 8.50 %), 13.83 % Cash, 5/31/2025 4/28/2023 $ - - - 0.0 % C2 Education Systems, Inc. (h) Education Services Series A-1 Preferred Stock 5/18/2021 3,127 499,904 576,118 0.2 % Zollege PBC (k) Education Services First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.33 % Cash/ 2.00 % PIK, 5/11/2026 5/11/2021 $ 16,409,153 16,340,466 3,493,509 0.9 % Zollege PBC (j)(k) Education Services Delayed Draw Term Loan (3M USD TERM SOFR+ 7.00 %), 12.33 % Cash/ 2.00 % PIK, 5/11/2026 5/11/2021 $ 1,364,109 1,358,200 290,419 0.1 % Zollege PBC (h) Education Services Class A Units 5/11/2021 250,000 250,000 - 0.0 % Total Education Services 39,927,391 25,819,196 7.0 % 20 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Destiny Solutions Inc. (h)(i) Education Software Limited Partner Interests 5/16/2018 3,068 3,969,291 9,894,736 2.7 % GoReact Education Software First Lien Term Loan (3M USD TERM SOFR+ 7.50 %), 13.03 % Cash/ 1.00 % PIK, 1/17/2025 1/17/2020 $ 8,087,775 8,060,498 8,087,775 2.2 % GoReact (j) Education Software Delayed Draw Term Loan (3M USD TERM SOFR+ 7.50 %), 13.03 % Cash/ 1.00 % PIK, 1/17/2025 1/18/2022 $ - - - 0.0 % Identity Automation Systems (h) Education Software Common Stock Class A-2 Units 8/25/2014 232,616 232,616 569,355 0.2 % Identity Automation Systems (h) Education Software Common Stock Class A-1 Units 3/6/2020 43,715 171,571 235,296 0.1 % Ready Education Education Software First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 8/5/2027 8/5/2022 $ 27,000,000 26,797,063 26,792,100 7.2 % Total Education Software 39,231,039 45,579,262 12.4 % TG Pressure Washing Holdings, LLC (h) Facilities Maintenance Preferred Equity 8/12/2019 488,148 488,148 231,181 0.1 % Total Facilities Maintenance 488,148 231,181 0.1 % Davisware, LLC Field Service Management First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 7/31/2024 9/6/2019 $ 6,000,000 5,991,382 5,989,200 1.6 % Davisware, LLC (j) Field Service Management Delayed Draw Term Loan (3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 7/31/2024 9/6/2019 $ 4,727,790 4,714,256 4,719,280 1.3 % Total Field Service Management 10,705,638 10,708,480 2.9 % GDS Software Holdings, LLC Financial Services First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 12/30/2026 12/30/2021 $ 22,713,926 22,624,322 22,545,843 6.1 % GDS Software Holdings, LLC Financial Services Delayed Draw Term Loan (3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 12/30/2026 12/30/2021 $ 3,286,074 3,262,111 3,261,757 0.9 % GDS Software Holdings, LLC (h) Financial Services Common Stock Class A Units 8/23/2018 250,000 250,000 468,204 0.1 % Total Financial Services 26,136,433 26,275,804 7.1 % 21 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Ascend Software, LLC Financial Services Software First Lien Term Loan (3M USD TERM SOFR+ 7.50 %), 13.10 % Cash, 12/15/2026 12/15/2021 $ 6,000,000 5,961,680 5,920,200 1.6 % Ascend Software, LLC (j) Financial Services Software Delayed Draw Term Loan (3M USD TERM SOFR+ 7.50 %), 13.10 % Cash, 12/15/2026 12/15/2021 $ 4,050,000 4,029,154 3,996,135 1.1 % Total Financial Services Software 9,990,834 9,916,335 2.7 % Inspect Point Holdings, LLC Fire Inspection Business Software First Lien Term Loan (1M USD TERM SOFR+ 6.50 %), 11.82 % Cash, 07/19/2028 7/19/2023 $ 10,000,000 9,908,861 9,916,000 2.7 % Inspect Point Holdings, LLC (j) Fire Inspection Business Software First Lien Term Loan (1M USD TERM SOFR+ 6.50 %), 11.82 % Cash, 07/19/2028 7/19/2023 $ - - - 0.0 % Total Fire Inspection Business Software 9,908,861 9,916,000 2.7 % Stretch Zone Franchising, LLC Health/Fitness Franchisor First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 3/31/2028 3/31/2023 $ 30,000,000 29,740,931 29,970,000 8.1 % Stretch Zone Franchising, LLC (j) Health/Fitness Franchisor Delayed Draw Term Loan (3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 3/31/2028 3/31/2023 $ - - - 0.0 % Stretch Zone Franchising, LLC (h) Health/Fitness Franchisor Class A Units 3/31/2023 20,000 2,000,000 2,062,331 0.6 % Total Health/Fitness Franchisor 31,740,931 32,032,331 8.7 % 22 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Alpha Aesthetics Partners OpCo, LLC Healthcare Services First Lien Term Loan (1M USD TERM SOFR+ 9.98 %), 15.30 % Cash, 3/20/2028 3/20/2023 $ 3,900,000 3,847,845 3,959,670 1.2 % Alpha Aesthetics Partners OpCo, LLC (j) Healthcare Services Delayed Draw Term Loan (1M USD TERM SOFR+ 9.98 %), 15.30 % Cash, 3/20/2028 3/20/2023 $ 8,600,000 8,482,841 8,731,580 2.4 % Alpha Aesthetics Partners OpCo, LLC (h) Healthcare Services Class A Preferred Units 3/20/2023 2,850,000 2,850,000 2,859,121 0.8 % Axiom Medical Consulting, LLC Healthcare Services First Lien Term Loan (3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 9/11/2028 9/11/2023 $ 10,000,000 9,917,367 9,913,000 2.7 % Axiom Medical Consulting, LLC (j) Healthcare Services Delayed Draw Term Loan (3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 9/11/2028 9/11/2023 $ - - - 0.0 % Axiom Parent Holdings, LLC (h) Healthcare Services Class A Preferred Units 6/19/2018 400,000 258,389 630,740 0.2 % ComForCare Health Care (d) Healthcare Services First Lien Term Loan (3M USD TERM SOFR+ 6.25 %), 11.58 % Cash, 1/31/2025 1/31/2017 $ 25,000,000 24,973,000 25,000,000 6.8 % Total Healthcare Services 50,329,442 51,094,111 14.1 % HemaTerra Holding Company, LLC (d) Healthcare Software First Lien Term Loan (1M USD TERM SOFR+ 8.25 %), 13.57 % Cash, 1/31/2027 4/15/2019 $ 54,927,713 54,624,303 55,087,003 14.9 % HemaTerra Holding Company, LLC Healthcare Software Delayed Draw Term Loan (1M USD TERM SOFR+ 8.25 %), 13.57 % Cash, 1/31/2027 4/15/2019 $ 13,755,875 13,710,513 13,795,767 3.7 % TRC HemaTerra, LLC (h) Healthcare Software Class D Membership Interests 4/15/2019 2,487 2,816,693 5,362,439 1.4 % Procurement Partners, LLC Healthcare Software First Lien Term Loan (3M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 5/12/2026 11/12/2020 $ 35,125,000 34,965,458 35,125,000 9.5 % Procurement Partners, LLC (j) Healthcare Software Delayed Draw Term Loan (3M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 5/12/2026 11/12/2020 $ 10,300,000 10,230,001 10,300,000 2.8 % Procurement Partners Holdings LLC (h) Healthcare Software Class A Units 11/12/2020 571,219 571,219 826,280 0.2 % Total Healthcare Software 116,918,187 120,496,489 32.5 % 23 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Roscoe Medical, Inc. (h) Healthcare Supply Common Stock 3/26/2014 5,081 508,077 - 0.0 % Total Healthcare Supply 508,077 - 0.0 % Book4Time, Inc. (a)(d) Hospitality/Hotel First Lien Term Loan (3M USD TERM SOFR+ 7.50 %), 12.83 %, 12/22/2025 12/22/2020 $ 3,136,517 3,122,542 3,136,517 0.8 % Book4Time, Inc. (a) Hospitality/Hotel Delayed Draw Term Loan (3M USD TERM SOFR+ 7.50 %), 12.83 %, 12/22/2025 12/22/2020 $ 2,000,000 1,989,839 2,000,000 0.5 % Book4Time, Inc. (a)(h)(i) Hospitality/Hotel Class A Preferred Shares 12/22/2020 200,000 156,826 389,531 0.1 % Knowland Group, LLC (k) Hospitality/Hotel Second Lien Term Loan (3M USD TERM SOFR+ 8.00 %), 13.48 % Cash/ 3.00 % PIK, 12/31/2024 11/9/2018 $ 15,878,989 15,878,989 12,642,851 3.4 % Sceptre Hospitality Resources, LLC Hospitality/Hotel First Lien Term Loan (3M USD TERM SOFR+ 7.25 %), 12.58 % Cash, 11/15/2027 4/27/2020 $ 23,000,000 22,835,500 23,278,300 6.3 % Sceptre Hospitality Resources, LLC (j) Hospitality/Hotel Delayed Draw Term Loan (3M USD TERM SOFR+ 7.25 %), 12.58 % Cash, 11/15/2027 9/2/2021 $ - - - 0.0 % Total Hospitality/Hotel 43,983,696 41,447,199 11.1 % Granite Comfort, LP (d) HVAC Services and Sales First Lien Term Loan (3M USD TERM SOFR+ 7.46 %), 12.79 % Cash, 5/16/2027 11/16/2020 $ 43,000,000 42,781,757 43,000,000 11.6 % Granite Comfort, LP (j) HVAC Services and Sales Delayed Draw Term Loan (3M USD TERM SOFR+ 7.46 %), 12.79 % Cash, 5/16/2027 11/16/2020 $ 16,207,805 16,059,588 16,207,805 4.4 % Total HVAC Services and Sales 58,841,345 59,207,805 16.0 % Vector Controls Holding Co., LLC (d) Industrial Products First Lien Term Loan (3M USD TERM SOFR+ 6.50 %), 11.75 % Cash, 3/6/2025 3/6/2013 $ 923,886 923,886 923,886 0.2 % Vector Controls Holding Co., LLC (h) Industrial Products Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027 5/31/2015 343 - 8,171,235 2.2 % Total Industrial Products 923,886 9,095,121 2.4 % 24 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets AgencyBloc, LLC Insurance Software First Lien Term Loan (1M USD TERM SOFR+ 7.76 %), 13.09 % Cash, 10/1/2026 10/1/2021 $ 15,788,864 15,686,250 15,806,231 4.3 % Panther ParentCo LLC (h) Insurance Software Class A Units 10/1/2021 2,500,000 2,500,000 4,014,869 1.1 % Total Insurance Software 18,186,250 19,821,100 5.4 % LogicMonitor, Inc. (d) IT Services First Lien Term Loan (3M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 5/17/2026 3/20/2020 $ 43,000,000 42,967,165 43,000,000 11.6 % Total IT Services 42,967,165 43,000,000 11.6 % ActiveProspect, Inc. (d) Lead Management Software First Lien Term Loan (3M USD TERM SOFR+ 6.00 %), 11.53 % Cash, 8/8/2027 8/8/2022 $ 12,000,000 11,920,834 12,120,000 3.3 % ActiveProspect, Inc. (j) Lead Management Software Delayed Draw Term Loan (3M USD TERM SOFR+ 6.00 %), 11.53 % Cash, 8/8/2027 8/8/2022 $ - - - 0.0 % Total Lead Management Software 11,920,834 12,120,000 3.3 % Centerbase, LLC Legal Software First Lien Term Loan (3M USD TERM SOFR+ 7.75 %), 13.08 % Cash, 1/18/2027 1/18/2022 $ 21,033,360 20,882,496 20,709,446 5.6 % Total Legal Software 20,882,496 20,709,446 5.6 % Madison Logic, Inc. (d) Marketing Orchestration Software First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 12/30/2028 12/30/2022 $ 18,857,500 18,544,720 18,420,006 5.0 % Total Marketing Orchestration Software 18,544,720 18,420,006 5.0 % 25 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets ARC Health OpCo LLC (d) Mental Healthcare Services First Lien Term Loan (3M USD TERM SOFR+ 8.47 %), 13.81 % Cash, 8/5/2027 8/5/2022 $ 6,500,000 6,438,832 6,490,900 1.8 % ARC Health OpCo LLC (d)(j) Mental Healthcare Services Delayed Draw Term Loan (3M USD TERM SOFR+ 8.47 %), 13.81 % Cash, 8/5/2027 8/5/2022 $ 26,914,577 26,903,916 26,876,897 7.3 % ARC Health OpCo LLC (h) Mental Healthcare Services Class A Preferred Units 8/5/2022 3,818,400 4,169,599 4,009,323 1.1 % Total Mental Healthcare Services 37,512,347 37,377,120 10.2 % Chronus LLC Mentoring Software First Lien Term Loan (3M USD TERM SOFR+ 5.25 %), 10.73 % Cash, 8/26/2026 8/26/2021 $ 15,000,000 14,911,921 14,841,000 4.0 % Chronus LLC Mentoring Software First Lien Term Loan (3M USD TERM SOFR+ 6.00 %), 11.48 % Cash, 8/26/2026 8/26/2021 $ 5,000,000 4,962,938 4,947,000 1.3 % Chronus LLC (h) Mentoring Software Series A Preferred Stock 8/26/2021 3,000 3,000,000 2,280,881 0.6 % Total Mentoring Software 22,874,859 22,068,881 5.9 % Omatic Software, LLC Non-profit Services First Lien Term Loan (3M USD TERM SOFR+ 8.00 %), 13.59 % Cash/ 1.00 % PIK, 6/30/2025 5/29/2018 $ 16,270,192 16,239,922 16,266,938 4.4 % Total Non-profit Services 16,239,922 16,266,938 4.4 % Emily Street Enterprises, L.L.C. Office Supplies Senior Secured Note (3M USD TERM SOFR+ 7.50 %), 12.83 % Cash, 12/31/2025 12/28/2012 $ 6,000,000 5,992,437 6,027,000 1.6 % Emily Street Enterprises, L.L.C. (h) Office Supplies Warrant Membership Interests, Expires 12/31/2025 12/28/2012 49,318 400,000 1,153,874 0.3 % Total Office Supplies 6,392,437 7,180,874 1.9 % 26 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Buildout, Inc. (d) Real Estate Services First Lien Term Loan (3M USD TERM SOFR+ 7.00 %), 12.43 % Cash, 7/9/2025 7/9/2020 $ 14,000,000 13,950,236 13,631,800 3.7 % Buildout, Inc. Real Estate Services Delayed Draw Term Loan (3M USD TERM SOFR+ 7.00 %), 12.47 % Cash, 7/9/2025 2/12/2021 $ 38,500,000 38,342,798 37,487,450 10.1 % Buildout, Inc. (h)(i) Real Estate Services Limited Partner Interests 7/9/2020 1,250 1,372,557 1,231,195 0.3 % Total Real Estate Services 53,665,591 52,350,445 14.1 % Wellspring Worldwide Inc. Research Software First Lien Term Loan (1M USD TERM SOFR+ 6.00 %), 11.32 % Cash, 12/22/2028 6/27/2022 $ 9,552,000 9,474,084 9,483,226 2.6 % Wellspring Worldwide Inc. Research Software Delayed DrawTerm Loan (1M USD TERM SOFR+ 6.00 %), 11.32 % Cash, 12/22/2028 6/27/2022 $ 14,400,000 14,227,504 14,296,320 3.9 % Archimedes Parent LLC (h) Research Software Class A Common Units 6/27/2022 2,475,160 2,475,160 2,475,160 0.7 % Total Research Software 26,176,748 26,254,706 7.2 % LFR Chicken LLC Restaurant First Lien Term Loan (1M USD TERM SOFR+ 7.00 %), 12.32 % Cash, 11/19/2026 11/19/2021 $ 12,000,000 11,926,272 12,104,400 3.3 % LFR Chicken LLC Restaurant Delayed Draw Term Loan (1M USD TERM SOFR+ 7.00 %), 12.32 % Cash, 11/19/2026 11/19/2021 $ 9,000,000 8,935,545 9,078,300 2.5 % LFR Chicken LLC (h) Restaurant Series B Preferred Units 11/19/2021 497,183 1,000,000 1,397,572 0.4 % Total Restaurant 21,861,817 22,580,272 6.2 % 27 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets JobNimbus LLC Roofing Contractor Software First Lien Term Loan (1M USD TERM SOFR+ 8.75 %), 14.17 % Cash, 9/20/2026 3/28/2023 $ 18,777,459 18,624,294 19,014,055 5.1 % Total Roofing Contractor Software 18,624,294 19,014,055 5.1 % Pepper Palace, Inc. (d)(k) Specialty Food Retailer First Lien Term Loan (3M USD TERM SOFR+ 6.25 %), 11.73 % Cash, 6/30/2026 6/30/2021 $ 33,320,000 33,148,332 2,409,036 0.7 % Pepper Palace, Inc. (j)(k) Specialty Food Retailer Delayed Draw Term Loan (3M USD TERM SOFR+ 6.25 %), 11.73 % Cash, 6/30/2026 6/30/2021 $ 1,101,600 1,092,422 79,646 0.0 % Pepper Palace, Inc. (j)(k) Specialty Food Retailer Revolving Credit Facility (3M USD TERM SOFR+ 6.25 %), 11.73 % Cash, 6/30/2026 6/30/2021 $ - - - 0.0 % Pepper Palace, Inc. (h) Specialty Food Retailer Membership Interest (Series A) 6/30/2021 1,000,000 1,000,000 - 0.0 % Pepper Palace, Inc. (h) Specialty Food Retailer Membership Interest (Series B) 6/30/2021 197,035 197,035 - 0.0 % Total Specialty Food Retailer 35,437,789 2,488,682 0.7 % ArbiterSports, LLC (d) Sports Management First Lien Term Loan (3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 2/21/2025 2/21/2020 $ 26,000,000 25,945,071 26,000,000 7.0 % ArbiterSports, LLC Sports Management Delayed Draw Term Loan (3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 2/21/2025 2/21/2020 $ 1,000,000 1,000,000 1,000,000 0.3 % Total Sports Management 26,945,071 27,000,000 7.3 % 28 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Avionte Holdings, LLC (h) Staffing Services Class A Units 1/8/2014 100,000 100,000 3,287,970 0.9 % Total Staffing Services 100,000 3,287,970 0.9 % JDXpert Talent Acquisition Software First Lien Term Loan (3M USD TERM SOFR+ 8.50 %), 14.10 % Cash, 5/2/2027 5/2/2022 $ 6,000,000 5,955,935 6,060,000 1.6 % JDXpert (j) Talent Acquisition Software Delayed Draw Term Loan (3M USD TERM SOFR+ 8.50 %), 14.10 % Cash, 5/2/2027 5/2/2022 $ 1,000,000 991,649 1,010,000 0.3 % Jobvite, Inc. (d) Talent Acquisition Software First Lien Term Loan (6M USD TERM SOFR+ 8.00 %), 13.27 % Cash, 8/5/2028 8/5/2022 $ 20,000,000 19,875,273 19,826,000 5.6 % Total Talent Acquisition Software 26,822,857 26,896,000 7.5 % VetnCare MSO, LLC (j) Veterinary Services Delayed Draw Term Loan (3M USD TERM SOFR+ 5.75 %), 11.08 % Cash, 5/12/2028 5/12/2023 $ 4,680,505 4,638,599 4,753,048 1.3 % Total Veterinary Services 4,638,599 4,753,048 1.3 % Sub Total Non-control/Non-affiliate investments 1,035,879,751 1,019,774,616 276.5 % Affiliate investments - 7.5% (b) 29 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets ETU Holdings, Inc. (f) Corporate Education Software First Lien Term Loan (3M USD TERM SOFR+ 9.00 %), 14.48 % Cash, 8/18/2027 8/18/2022 $ 7,000,000 6,945,060 6,983,200 1.9 % ETU Holdings, Inc. (f) Corporate Education Software Second Lien Term Loan 15.00 % PIK, 2/18/2028 8/18/2022 $ 6,130,483 6,089,408 5,454,290 1.5 % ETU Holdings, Inc. (f)(h) Corporate Education Software Series A Preferred Units 8/18/2022 3,000,000 3,000,000 1,162,040 0.3 % Total Corporate Education Software 16,034,468 13,599,530 3.7 % Axero Holdings, LLC (f) Employee Collaboration Software First Lien Term Loan (3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 6/30/2026 6/30/2021 $ 5,500,000 5,468,859 5,555,000 1.5 % Axero Holdings, LLC (f) Employee Collaboration Software Delayed Draw Term Loan (3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 6/30/2026 6/30/2021 $ 1,100,000 1,092,870 1,111,000 0.3 % Axero Holdings, LLC (f)(j) Employee Collaboration Software Revolving Credit Facility (3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 6/30/2026 2/3/2022 $ - - - 0.0 % Axero Holdings, LLC (f)(h) Employee Collaboration Software Series A Preferred Units 6/30/2021 2,055,609 2,055,609 2,877,000 0.8 % Axero Holdings, LLC (f)(h) Employee Collaboration Software Series B Preferred Units 6/30/2021 2,055,609 2,055,609 4,606,607 1.2 % Total Employee Collaboration Software 10,672,947 14,149,607 3.8 % Sub Total Affiliate investments 26,707,415 27,749,137 7.5 % Control investments - 24.7% (b) 30 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Company(1) Industry Investment Interest Rate/ Maturity Original Acquisition Date Principal/ Number of Shares Cost Fair Value (c) % of Net Assets Netreo Holdings, LLC (g) IT Services First Lien Term Loan (3M USD TERM SOFR + 6.50 %), 11.98 % Cash/ 3.50 % PIK 12/31/2025 7/3/2018 $ 5,693,748 5,686,791 5,582,719 1.5 % Netreo Holdings, LLC (d)(g) IT Services Delayed Draw Term Loan (3M USD TERM SOFR + 6.50 %), 11.98 % Cash/ 3.50 % PIK, 12/31/2025 5/26/2020 $ 25,271,214 25,193,452 24,778,425 6.7 % Netreo Holdings, LLC (g)(h) IT Services Common Stock Class A Units 7/3/2018 4,600,677 8,344,500 5,060,745 1.4 % Total IT Services 39,224,743 35,421,889 9.6 % Saratoga Investment Corp. CLO 2013-1, Ltd. (a)(e)(g) Structured Finance Securities Other/Structured Finance Securities 0.00 %, 4/20/2033 1/22/2008 $ 111,000,000 22,001,887 9,500,627 2.6 % Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a)(g) Structured Finance Securities Other/Structured Finance Securities (3M USD TERM SOFR+ 10.00 %), 15.60 %, 4/20/2033 8/9/2021 $ 9,375,000 9,375,000 8,875,227 2.4 % Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note (a)(g) Structured Finance Securities Other/Structured Finance Securities (3M USD TERM SOFR+ 8.55 %), 13.88 %, 10/20/2033 10/28/2022 $ 12,250,000 11,392,500 12,250,000 3.3 % Total Structured Finance Securities 42,769,387 30,625,854 8.3 % Saratoga Senior Loan Fund I JV, LLC (a)(g)(j) Investment Fund Unsecured Loan 10.00 %, 10/20/2033 12/17/2021 $ 17,618,954 17,618,954 15,818,297 4.3 % Saratoga Senior Loan Fund I JV, LLC (a)(g) Investment Fund Membership Interest 12/17/2021 17,583,486 17,583,487 9,403,996 2.5 % Total Investment Fund 35,202,441 25,222,293 6.8 % Sub Total Control investments 117,196,571 91,270,036 24.7 % TOTAL INVESTMENTS - 308.7% (b) $ 1,179,783,737 $ 1,138,793,789 308.7 % 31 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 Number of Shares Cost Fair Value % of Net Assets Cash and cash equivalents and cash and cash equivalents, reserve accounts - 10.9% (b) U.S. Bank Money Market (l) 40,507,124 $ 40,507,124 $ 40,507,124 10.9 % Total cash and cash equivalents and cash and cash equivalents, reserve accounts 40,507,124 $ 40,507,124 $ 40,507,124 10.9 % (1) Securities are exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and are restricted securities. Money market funds are valued at net asset value and are considered level 1 investments within the fair value hierarchy. (a) Represents an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of February 29, 2024, non-qualifying assets represent 6.2% of the Company’s portfolio at fair value. As a BDC, the Company generally has to invest at least 70% of its total assets in qualifying assets. (b) Percentages are based on net assets of $370,224,108 as of February 29, 2024. (c) Because there is no “readily available market quotations” (as defined in the 1940 Act) for these investments, the fair values of these investments were determined using significant unobservable inputs and approved in good faith by our board of directors. These investments have been included as Level 3 in the Fair Value Hierarchy (see Note 3 to the consolidated financial statements). (d) These securities are either fully or partially pledged as collateral under the Company’s senior secured revolving credit facility (see Note 8 to the consolidated financial statements). (e) This investment does not have a stated interest rate that is payable thereon. As a result, the 0.00% interest rate in the table above represents the effective interest rate currently earned on the investment cost and is based on the current cash interest and other income generated by the investment. (f) As defined in the 1940 Act, this portfolio company is an “affiliate” as we own between 5.0% and 25.0% of the outstanding voting securities. Modis Dental Partners OpCo, LLC and Alpha Aesthetics Partners OpCo, LLC are no longer affiliates as of February 29, 2024. Transactions during the year ended February 29, 2024 in which the issuer was an affiliate are as follows: Company Purchases Sales Total Interest from Investments Management Fee Income Net Realized Gain (Loss) from Investments Net Change in Unrealized Appreciation (Depreciation) Axero Holdings, LLC $ - $ - $ 931,008 $ - $ - $ 976,251 ETU Holdings, Inc. - - 1,915,718 - - ( 2,518,080 ) Modis Dental Partners OpCo, LLC 8,845,000 - 656,579 - - - Alpha Aesthetics Partners OpCo, LLC 10,498,789 - 670,737 - - - Total $ 19,343,789 $ - $ 4,174,042 $ - $ - $ ( 1,541,829 ) 32 Saratoga Investment Corp. Consolidated Schedule of Investments February 29, 2024 (g) As defined in the 1940 Act, we “control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the year ended February 29, 2024 in which the issuer was both an affiliate and a portfolio company that we control are as follows: Company Purchases Sales Total Interest from Investments Total Dividends from Investments Management Fee Income Net Realized Gain (Loss) from Investments Net Change in Unrealized Appreciation (Depreciation) Netreo Holdings, LLC $ 2,475,000 $ - $ 4,374,804 $ - $ - $ - $ ( 12,083,067 ) Saratoga Investment Corp. CLO 2013-1, Ltd. - - - - 3,270,232 - ( 4,733,934 ) Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note - - 1,696,890 - - - 895,505 Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note - - 1,469,668 - - - 43,821 Saratoga Senior Loan Fund I JV, LLC - - 1,781,472 - - - ( 1,800,657 ) Saratoga Senior Loan Fund I JV, LLC - - - 5,911,564 - - ( 3,702,956 ) Total $ 2,475,000 $ - $ 9,322,834 $ 5,911,564 $ 3,270,232 $ - $ ( 21,381,288 ) (h) Non-income producing at February 29, 2024. (i) Includes securities issued by an affiliate of the company. (j) All or a portion of this investment has an unfunded commitment as of February 29, 2024. (See Note 9 to the consolidated financial statements). (k) As of February 29, 2024, the investment was on non-accrual status. The fair value of these investments was approximately $18.9 million, which represented 1.7% of the Company’s portfolio (see Note 2 to the consolidated financial statements). (l) Included within cash and cash equivalents and cash and cash equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of February 29, 2024. SOFR - Secured Overnight Financing Rate 1M USD TERM SOFR - The 1 month USD TERM SOFR rate as of February 29, 2024 was 5.32%. 3M USD TERM SOFR - The 3 month USD TERM SOFR rate as of February 29, 2024 was 5.33%. 6M USD TERM SOFR - The 6 month USD TERM SOFR rate as of February 29, 2024 was 5.27%. PIK - Payment-in-Kind (see Note 2 to the consolidated financial statements). See accompanying notes to consolidated financial statements. 33 SARATOGA INVESTMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS May 31, 2024 (unaudited) Note 1. Organization Saratoga Investment Corp. (the “Company”, “we”, “our” and “us”) is a non-diversified closed end management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company commenced operations on March 23, 2007 as GSC Investment Corp. and completed the initial public offering (“IPO”) on March 28, 2007. The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation from its investments. GSC Investment, LLC (the “LLC”) was organized in May 2006 as a Maryland limited liability company. On March 21, 2007, the Company was incorporated and concurrently therewith the LLC was merged with and into the Company, with the Company as the surviving entity, in accordance with the procedure for such merger in the LLC’s limited liability company agreement and Maryland law. In connection with such merger, each outstanding limited liability company interest of the LLC was converted into a share of common stock of the Company. On July 30, 2010, the Company changed its name from “GSC Investment Corp.” to “Saratoga Investment Corp.” in connection with the consummation of a recapitalization transaction. The Company is externally managed and advised by the investment adviser, Saratoga Investment Advisors, LLC (the “Manager” or “Saratoga Investment Advisors”), pursuant to an investment advisory and management agreement (the “Management Agreement”). The Company has established wholly owned subsidiaries, SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-MDP, Inc., SIA-PP Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT, Inc., SIA-Vector, Inc. and SIA-VR, Inc., which are structured as Delaware entities that are treated as corporations for U.S. federal income tax purposes and are intended to facilitate its compliance with the requirements to be treated as a RIC under the Code by holding equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass through entities). These entities are consolidated for accounting purposes, but are not consolidated for U.S. federal income tax purposes and may incur U.S. federal income tax expenses as a result of their ownership of portfolio companies. In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following the sale of equity held by each of the portfolio companies. Our wholly owned subsidiaries, Saratoga Investment Corp. SBIC II LP (“SBIC II LP”) and Saratoga Investment Corp. SBIC III LP (“SBIC III LP”, and together with SBIC II LP, the “SBIC Subsidiaries”), received SBIC licenses from the SBA on August 14, 2019 and September 29, 2022, respectively. Each of the SBIC Subsidiaries provides up to $ 175.0 million in long-term capital in the form of debentures guaranteed by the SBA. Following its debentures being fully repaid to the SBA, Saratoga Investment Corp. SBIC LP (“SBIC LP”) surrendered its license on January 3, 2024, providing the Company access to all undistributed capital of SBIC LP, and SBIC LP subsequently merged with and into the Company. Under current SBIC regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $ 350.0 million with at least $ 175.0 million in combined regulatory capital. 34 The Company has formed wholly owned special purpose entities organized as Delaware limited liability companies, Saratoga Investment Funding II LLC (“SIF II”) and Saratoga Investment Funding III LLC (“SIF III”) for the purpose of the Encina Credit Facility and the Live Oak Credit Facility (each as defined below). The senior secured revolving credit facility (the “Encina Credit Facility) with Encina Lender Finance, LLC (“Encina”) is supported by loans held by SIF II and pledged to Encina, and the senior secured revolving credit facility (the “Live Oak Credit Facility”) with Live Oak Banking Company (“Live Oak”) is supported by loans held by SIF III and pledged to Live Oak. On October 26, 2021, the Company and TJHA JV I LLC (“TJHA”) entered into a Limited Liability Company Agreement to co-manage Saratoga Senior Loan Fund I JV LLC (“SLF JV”). SLF JV is under joint control and is not consolidated. SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2022-1 Ltd. (“SLF 2022”), which is a wholly owned subsidiary of SLF JV. SLF 2022 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets. On October 28, 2022, SLF 2022 issued $ 402.1 million of debt (the “2022 JV CLO Notes”) through a collateralized loan obligation trust (the “JV CLO trust”). The 2022 JV CLO Notes were issued pursuant to an indenture, dated October 28, 2022 (the “JV Indenture”), with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee”) servicing as the trustee. Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), are stated in U.S. Dollars and include the accounts of the Company and its wholly owned special purpose financing subsidiaries, SIF II, SIF III, SBIC II LP, SBIC III LP, SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MDP, Inc., SIA-MAC, Inc., SIA-PP, Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc. and SIA-VR, Inc. All intercompany accounts and transactions have been eliminated in consolidation. All references made to the “Company,” “we,” and “us” herein include Saratoga Investment Corp. and its consolidated subsidiaries, except as stated otherwise. The Company, SBIC II LP, and SBIC III LP are all considered to be investment companies for financial reporting purposes and have applied the guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies (“ASC 946”). There have been no changes to the Company, SBIC II LP, or SBIC III LP’s status as investment companies during the three months ended May 31, 2024. Principles of Consolidation Under the investment company rules and regulations pursuant to ASC 946, the Company is precluded from consolidating any entity other than another investment company or controlled operating company whose business consists of providing services to the Company. As a result, the consolidated financial statements of the Company include only the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has determined that SLF JV is an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary. SLF JV is not a wholly owned investment company subsidiary as the Company and TJHA each have an equal 50 % voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, FASB ASC Topic 810, Consolidation , concludes that in a joint venture where both members have equal decision-making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate its investment in SLF JV. 35 Use of Estimates in the Preparation of Financial Statements The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and income, gains (losses) and expenses during the period reported. Actual results could differ materially from those estimates. Operating Segment The Company invests in various industries. The Company separately evaluates the performance of each of its investment relationships. However, because each of these investment relationships has similar business and economic characteristics, they have been aggregated into a single investment segment. All applicable segment disclosures are included in or can be derived from the Company’s consolidated financial statements (See “Note 3. Investments”). Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments in a money market fund. The Company places its cash in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits. Cash and cash equivalents are carried at cost which approximates fair value. Pursuant to Section 12(d)(1)(A) of the 1940 Act, the Company may not invest in another investment company, such as a money market fund, if such investment would cause the Company to: ● own more than 3.0 % of the investment company’s total outstanding voting stock; ● hold securities in the investment company having an aggregate value in excess of 5.0 % of the value of the Company’s total assets; or ● hold securities in investment companies having an aggregate value in excess of 10.0 % of the value of the Company’s total assets. As of May 31, 2024, the Company did not exceed any of these limitations. Cash and Cash Equivalents, Reserve Accounts Cash and cash equivalents, reserve accounts include amounts held in designated bank accounts in the form of cash and short-term liquid investments in money market funds, and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits, representing payments received on secured investments or other reserved amounts associated with the Encina Credit Facility or the Live Oak Credit Facility held by the Company’s wholly owned subsidiaries, SIF II and SIF III, respectively. The Company is required to use these amounts to pay interest expense, reduce borrowings, or pay other amounts in accordance with the terms of the Encina Credit Facility and the Live Oak Credit Facility. In addition, cash and cash equivalents, reserve accounts also include amounts held in designated bank accounts, in the form of cash and short-term liquid investments in money market funds, within the Company’s wholly owned subsidiaries, SBIC II LP and SBIC III LP. The statements of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts. 36 The following table provides a reconciliation of cash and cash equivalents and cash and cash equivalents, reserve accounts reported within the consolidated statements of assets and liabilities that sum to the total of the same such amounts shown in the consolidated statements of cash flows: May 31, 2024 February 29, 2024 Cash and cash equivalents $ 32,228,082 $ 8,692,846 Cash and cash equivalents, reserve accounts 61,068,835 31,814,278 Total cash and cash equivalents and cash and cash equivalents, reserve accounts $ 93,296,917 $ 40,507,124 Investment Classification The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “control investments” are defined as investments in companies in which the Company owns more than 25.0 % of the voting securities or maintains greater than 50.0 % of the board representation. Under the 1940 Act, “affiliated investments” are defined as those non-control investments in companies in which the Company owns between 5.0 % and 25.0 % of the voting securities. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither control investments nor affiliated investments. Investment Valuation The Company accounts for its investments at fair value in accordance with the FASB ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires the Company to assume that its investments are to be sold or its liabilities are to be transferred at the measurement date in the principal market to independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. 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 the Company’s board of directors to approve a fair value determination to reflect significant events affecting the value of these investments. The Company values investments for which market quotations are not readily available at fair value as approved, in good faith, by the Company’s board of directors based on input from the Manager, the audit committee of the board of directors and a third-party independent valuation firm. The Company undertakes a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below: ● each investment is initially valued by the responsible investment professionals of the Manager and preliminary valuation conclusions are documented, reviewed and discussed with our senior management; and ● an independent valuation firm engaged by the Company’s board of directors independently reviews a selection of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once each fiscal year. The Company uses a third-party independent valuation firm to value its investment in the subordinated notes of Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”), the Class F-2-R-3 Notes of the Saratoga CLO, and the Class E Notes of the SLF 2022 every quarter. In addition, all investments are subject to the following valuation process: ● the audit committee of the Company’s board of directors reviews and approves each preliminary valuation and the Manager and independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and ● the Company’s board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of the Manager, independent valuation firm (to the extent applicable) and the audit committee of the board of directors. 37 The Company uses 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 the Company determines a single best estimate. The types of inputs and assumptions that may be considered in determining the range of values of the Company’s 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. The Company’s investments in the subordinated notes of Saratoga CLO, Class F-2-R-3 Notes of the Saratoga CLO and the Class E Notes of SLF 2022 are carried at fair value, which is based on a discounted cash flow valuation technique that utilizes prepayment, re-investment and loss inputs based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds, when available, as determined by the Manager and recommended to the Company’s board of directors. Specifically, the Company uses Intex cash flows, or an appropriate substitute, to form the basis for the valuation of its investment in the subordinated notes of Saratoga CLO, Class F-2-R-3 Notes of the Saratoga CLO and the Class E Notes of SLF 2022. The inputs are based on available market data and projections provided by third parties as well as management estimates. The Company uses the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine the valuation for our investment in Saratoga CLO. The Company’s equity investment in SLF JV is measured using the proportionate share of the net asset value (“NAV”), or equivalent, of SLF JV as a practical expedient for fair value, provided by ASC 820. The Company’s unsecured loan investment in SLF JV is based on a discounted cash flow valuation technique. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed. The Company’s NAV could be materially affected if the determinations regarding the fair value of its investments were materially higher or lower than the values that the Company ultimately realizes upon the disposal of such investments. Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes a regulatory framework for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards of directors, subject to board oversight and certain other conditions, to designate the investment adviser to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. Rule 31a-4 under the 1940 Act (“Rule 31a-4”) provides for certain recordkeeping requirements associated with fair value determinations. Finally, the Securities and Exchange Commission (the “SEC”) rescinded previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. While the Company’s board of directors has not elected to designate Saratoga Investment Advisors as the valuation designee, the Company has established policies and procedures in compliance with the applicable requirements of Rule 2a-5 and Rule 31a-4. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires recognizing all derivative instruments as either assets or liabilities on the consolidated statements of assets and liabilities at fair value. The Company values derivative contracts at the closing fair value provided by the counterparty. Changes in the values of derivative contracts are included in the consolidated statements of operations. Investment Transactions and Income Recognition Purchases and sales of investments and the related realized gains or losses are recorded on a trade-date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums on investments purchased are accreted/amortized using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts over the life of the investment and amortization of premiums on investments up to the earliest call date. 38 Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reserved when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as a reduction in principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although management may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection. At May 31, 2024, our investment in three portfolio companies were on non-accrual status with a fair value of approximately $ 16.7 million, or 1.5 % of the fair value of our portfolio. At February 29, 2024, our investment in three portfolio companies were on non-accrual status with a fair value of approximately $ 18.9 million, or 1.7 % of the fair value of our portfolio. Interest income on our investment in the subordinated note of Saratoga CLO is recorded using the effective interest method in accordance with the provisions of ASC Topic 325-40, Investments-Other, Beneficial Interests in Securitized Financial Assets , based on the anticipated yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or estimated cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was changed. Payment-in-Kind Interest The Company holds debt and preferred equity investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is generally recorded on an accrual basis to the extent such amounts are expected to be collected. The Company stops accruing PIK interest if it is expected that the issuer will not be able to pay all principal and interest when due. The Company restores to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although management may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection. Dividend Income Dividend income is recorded in the consolidated statements of operations when earned. Structuring and Advisory Fee Income Structuring and advisory fee income represents various fee income earned and received for performing certain investment structuring and advisory activities during the closing of new investments. Other Income Other income includes prepayment income fees, and monitoring, administration, redemption and amendment fees and is recorded in the consolidated statements of operations when earned. Deferred Debt Financing Costs Financing costs incurred in connection with our credit facility and notes are deferred and amortized using the straight-line method over the life of the respective facility and debt securities. Financing costs incurred in connection with the SBA debentures of SBIC II LP and SBIC III LP are deferred and amortized using the straight-line method over the life of the debentures. Any discount or premium on the issuance of any debt is accreted and amortized using the effective interest method over the life of the respective debt security. The Company presents deferred debt financing costs on the balance sheet as a contra-liability, which is a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. 39 Realized Loss on Extinguishment of Debt Upon the repayment of debt obligations that are deemed to be extinguishments, the difference between the principal amount due at maturity adjusted for any unamortized debt issuance costs is recognized as a loss (i.e., the unamortized debt issuance costs are recognized as a loss upon extinguishment of the underlying debt obligation). Contingencies In the ordinary course of business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management reasonably believes that the likelihood of such an event is remote. Therefore, the Company has not accrued any liabilities in connection with such indemnifications. In the ordinary course of business, the Company may directly or indirectly be a defendant or plaintiff in legal actions with respect to bankruptcy, insolvency or other types of proceedings. Such lawsuits may involve claims that could adversely affect the value of certain financial instruments owned by the Company. Income Taxes The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. By meeting these requirements, the Company generally will not be subject to U.S. federal income tax on ordinary income or capital gains timely distributed to stockholders. Therefore, no provision has been recorded for federal income taxes, except as related to the Corporate Blockers (as defined below) and long-term capital gains, when applicable. In order to qualify as a RIC, among other requirements, the Company generally is required to timely distribute to its stockholders at least 90 % of its “investment company taxable income”, as defined by the Code, for each fiscal tax year. The Company will be subject to U.S. federal income tax imposed at corporate rates on its investment company taxable income and net capital gains that it does not timely distribute to shareholders. The Company will be subject to a non-deductible U.S. federal excise tax of 4 % on undistributed income if it does not distribute at least (1) 98 % of its net ordinary income in any calendar year, (2) 98.2 % of its capital gain net income for each one-year period ending on October 31and (3) any net ordinary income and capital gain net income that it recognized for preceding years, but were not distributed during such year, and on which the Company paid no U.S federal income tax. Depending on the level of investment company taxable income earned in a tax year and the amount of net capital gains recognized in such tax year, the Company may choose to carry forward investment company taxable income and net capital gains in excess of current year dividend distributions into the next tax year and pay U.S. federal income tax, and possibly the 4 % U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual investment company taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise tax purposes, the Company accrues the U.S. federal excise tax, if any, on estimated excess taxable income as taxable income is earned. For the years ended February 29, 2024, 2023 and 2022, the excise tax accrual on estimated excess taxable income was $ 1.8 million, $ 1.1 million and $ 0.6 million, respectively. In accordance with U.S. Treasury regulations and published guidance issued by the Internal Revenue Service (“IRS”), a publicly offered RIC may treat a distribution of its own stock as counting toward its RIC distribution requirements if each stockholder may elect to receive his, her, or its entire distribution in either cash or stock of the RIC. This published guidance indicates that the rule will apply where the aggregate amount of cash to be distributed to all stockholders is not at least 20 % of the aggregate declared distribution. Under the published guidance, if too many stockholders elect to receive cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20 % of his or her entire distribution in cash. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. 40 The Company may utilize wholly owned holding companies that are treated as corporations for U.S. federal income tax purposes when making equity investments in portfolio companies taxed as pass-through entities to meet its source-of-income requirements as a RIC (“Corporate Blockers”). Corporate Blockers are consolidated in the Company’s U.S. GAAP financial statements and may result in current and deferred U.S. federal and state income tax expense with respect to income derived from those investments. Such income, net of applicable income taxes, is not included in the Company’s tax-basis net investment income until distributed by the Corporate Blocker, which may result in timing and character differences between the Company’s U.S. GAAP and tax-basis net investment income and realized gains and losses. Income tax expense or benefit from Corporate Blockers related to net investment income are included in total operating expenses, while any expense or benefit related to federal or state income tax originated for capital gains and losses are included together with the applicable net realized or unrealized gain or loss line item. Deferred tax assets of the Corporate Blockers are reduced by a valuation allowance when, in the opinion of management, it is more-likely than-not that some portion or all of the deferred tax assets will not be realized. FASB ASC Topic 740, Income Taxes , (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statements of operations. During the fiscal year ended February 29, 2024, the Company did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal. The 2021, 2022, 2023 and 2024 federal tax years for the Company remain subject to examination by the IRS. At May 31, 2024 and February 29, 2024, there were no uncertain tax positions. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change significantly in the next 12 months. Dividends Dividends to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the board of directors. Net realized capital gains, if any, are generally distributed at least annually, although we may decide to retain some or all of our net capital gains for reinvestment. We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividend distributions on behalf of our stockholders unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a cash dividend, then our stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash dividends automatically reinvested into additional shares of our common stock, rather than receiving the cash dividends. We have the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Capital Gains Incentive Fee The Company records an expense accrual on the consolidated statements of operations relating to the capital gains incentive fee payable to the Manager, as recorded on the consolidated statements of assets and liabilities when the net realized and unrealized gain on its investments exceed all net realized and unrealized capital losses on its investments, as a capital gains incentive fee would be owed to the Manager if the Company were to liquidate its investment portfolio at such time. The actual incentive fee payable to the Manager related to capital gains will be determined and payable in arrears at the end of each fiscal year and only reflect those realized capital gains net of realized and unrealized losses for the period. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820) (“ASU 2022-03”) , which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. ASU 2022-03 amendments are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. With the adoption of ASU 2022-03, there was no significant impact to the consolidated financial statements. 41 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures . The amendments in this update require more disaggregated information on income taxes paid. ASU 2023-09 is effective for years beginning after December 15, 2024. Early adoption is permitted, however the Company has not elected to adopt this provision as of the date of the financial statements contained in this report. The Company is still assessing the impact of the new guidance. Risk Management In the ordinary course of its business, the Company manages a variety of risks, including market and credit risk. Market risk is the risk of potential adverse changes to the value of investments because of changes in market conditions such as interest rate movements and volatility in investment prices. Credit risk is the risk of default or non-performance by portfolio companies, equivalent to the investment’s carrying amount. The Company is also exposed to credit risk related to maintaining all of its cash and cash equivalents, including those in reserve accounts, at a major financial institution and credit risk related to any of its derivative counterparties. The Company has investments in lower rated and comparable quality unrated high yield bonds and bank loans. Investments in high yield investments are accompanied by a greater degree of credit risk. The risk of loss due to default by the issuer is significantly greater for holders of high yield securities, because such investments are generally unsecured and are often subordinated to other creditors of the issuer. Note 3. Investments As noted above, the Company values all investments in accordance with ASC 820. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent market participants at the measurement date. ASC 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories: ● Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2— Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. Such inputs may be quoted prices for similar assets or liabilities, quoted markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full character of the financial instrument, or inputs that are derived principally from, or corroborated by, observable market information. Investments that are generally included in this category include illiquid debt securities and less liquid, privately held or restricted equity securities, for which some level of recent trading activity has been observed. 42 ● Level 3—Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs may be based on the Company’s own assumptions about how market participants would price the asset or liability or may use Level 2 inputs, as adjusted, to reflect specific investment attributes relative to a broader market assumption. Even if observable market data for comparable performance or valuation measures (earnings multiples, discount rates, other financial/valuation ratios, etc.) are available, such investments are grouped as Level 3 if any significant data point that is not also market observable (private company earnings, cash flows, etc.) is used in the valuation technique. 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 the Company determines 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. In addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the board of directors that is consistent with ASC 820 and the 1940 Act (see Note 2). Consistent with our valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading, in determining fair value. The following table presents fair value measurements of investments, by major class, as of May 31, 2024 (dollars in thousands), according to the fair value hierarchy: Valued Using Fair Value Measurements Net Asset Level 1 Level 2 Level 3 Value* Total First lien term loans $ - $ - $ 945,045 $ - $ 945,045 Second lien term loans - - 18,387 - 18,387 Unsecured term loans - - 15,818 - 15,818 Structured finance securities - - 24,054 - 24,054 Equity interests - - 83,453 8,802 92,255 Total $ - $ - $ 1,086,757 $ 8,802 $ 1,095,559 * The Company’s equity investment in SLF JV is measured using the proportionate share of the NAV, or equivalent, as a practical expedient and thus has not been classified in the fair value hierarchy. The Company’s unsecured loan investment in SLF JV is based on a discounted cash flow valuation technique. The following table presents fair value measurements of investments, by major class, as of February 29, 2024 (dollars in thousands), according to the fair value hierarchy: Valued Using Fair Value Measurements Net Asset Level 1 Level 2 Level 3 Value* Total First lien term loans $ - $ - $ 976,423 $ - $ 976,423 Second lien term loans - - 18,097 - 18,097 Unsecured term loans - - 15,818 - 15,818 Structured finance securities - - 30,626 - 30,626 Equity interests - - 88,426 9,404 97,830 Total $ - $ - $ 1,129,390 $ 9,404 $ 1,138,794 * The Company’s equity investment in SLF JV is measured using the proportionate share of the NAV, or equivalent, as a practical expedient and thus has not been classified in the fair value hierarchy. The Company’s unsecured loan investment in SLF JV is based on a discounted cash flow valuation technique. 43 The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended May 31, 2024 (dollars in thousands): First lien term loans Second lien term loans Unsecured term loans Structured finance securities Equity interests Total Balance as of February 29, 2024 $ 976,423 $ 18,097 $ 15,818 $ 30,626 $ 88,426 $ 1,129,390 Payment-in-kind and other adjustments to cost 1,565 232 - ( 2,180 ) - ( 383 ) Net accretion of discount on investments 811 3 - - - 814 Net change in unrealized appreciation (depreciation) on investments 15,575 55 - ( 4,392 ) 3,296 14,534 Purchases 38,975 - - - 325 39,300 Sales and repayments ( 73,442 ) - - - ( 2,261 ) ( 75,703 ) Net realized gain (loss) from investments ( 14,862 ) - - - ( 6,333 ) ( 21,195 ) Balance as of May 31, 2024 $ 945,045 $ 18,387 $ 15,818 $ 24,054 $ 83,453 $ 1,086,757 Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the period $ 14,874 $ 55 $ - $ ( 4,392 ) $ ( 540 ) $ 9,997 Purchases, PIK and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization of income from discount/premium on debt securities, and PIK interests. Sales and repayments represent net proceeds received from investments sold and principal paydowns received during the period. Transfers and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no transfers or restructurings in or out of Levels 1, 2 or 3 during the three months ended May 31, 2024. The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended May 31, 2023 (dollars in thousands): First lien term loans Second lien term loans Unsecured term loans Structured finance securities Equity interests Total Balance as of February 28, 2023 $ 798,534 $ 14,936 $ 20,661 $ 41,362 $ 83,990 $ 959,483 Payment-in-kind and other adjustments to cost 203 200 - ( 1,786 ) ( 91 ) ( 1,474 ) Net accretion of discount on investments 458 3 - - - 461 Net change in unrealized appreciation (depreciation) on investments ( 2,198 ) 46 83 ( 5,670 ) ( 3,224 ) ( 10,963 ) Purchases 131,660 - - - 8,159 139,819 Sales and repayments ( 11,067 ) - - - - ( 11,067 ) Net realized gain (loss) from investments - - - - 91 91 Balance as of May 31, 2023 $ 917,590 $ 15,185 $ 20,744 $ 33,906 $ 88,925 $ 1,076,350 Net change in unrealized appreciation (depreciation) for the year relating to those Level 3 assets that were still held by the Company at the end of the period $ ( 2,153 ) $ 46 $ 83 $ ( 5,670 ) $ ( 3,224 ) $ ( 10,918 ) Transfers and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no transfers or restructurings in or out of Levels 1, 2 or 3 during the three months ended May 31, 2023. 44 The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of May 31, 2024 were as follows (dollars in thousands): Fair Value Valuation Technique Unobservable Input Range Weighted Average* First lien term loans $ 945,045 Market Comparables Market Yield (%) 10.9% - 15.0% 12.9% Revenue Multiples (x) 3.5x - 4.6x 4.3x EBITDA Multiples (x) 3.8x - 12.5x 9.9x Second lien term loans 18,387 Market Comparables Market Yield (%) 19.0% - 40.5% 33.8% Third-party Bid (x) 15.1x - 15.1x 15.1x EBITDA Multiples (x) 7.0x - 7.0x 7.0x Unsecured term loans 15,818 Discounted Cash Flow Discount Rate (%) 10.5% 10.5% Structured finance securities 24,054 Discounted Cash Flow Discount Rate (%) 8.5% - 40.0% 18.8% Recovery Rate (%) 70.0% 70.0% Prepayment Rate (%) 20.0% 20.0% Default Rate (%) 2.0% 2.0% Equity interests 83,453 Enterprise Value Waterfall Revenue Multiples (x) 1.3x - 10.4x 6.6x EBITDA Multiples (x) 3.8x - 20.4x 10.8x Total $ 1,086,757 * The weighted average in the table above is calculated based on each investment’s fair value weighting, using the applicable unobservable input. The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of February 29, 2024 were as follows (dollars in thousands): Fair Value Valuation Technique Unobservable Input Range Weighted Average* First lien term loans $ 976,423 Market Comparables Market Yield (%) 10.6% - 17.2% 13.0% Revenue Multiples (x) 4.6x - 9.4x 6.6x EBITDA Multiples (x) 5.0x - 6.0x 5.6x Third-party bid (x) 3.9x - 4.2x 4.0x Second lien term loans 18,097 Market Comparables Market Yield (%) 19.0% - 28.3% 25.5% EBITDA Multiples (x) 7.0x 7.0x Third-party bid (x) 29.7x 29.7x Unsecured term loans 15,818 Discounted Cash Flow Discount Rate (%) 10.5% 10.5% Structured finance securities 30,626 Discounted Cash Flow Discount Rate (%) 8.5% - 22.0% 15.1% Recovery Rate (%) 35.0% - 70.0% 70.0% Prepayment Rate (%) 20.0% 20.0% Equity interests 88,426 Enterprise Value Waterfall EBITDA Multiples (x) 4.7x - 20.4x 10.4x Revenue Multiples (x) 1.3x - 10.4x 6.3x Third-party bid (x) 3.9x 3.9x Total $ 1,129,390 * The weighted average in the table above is calculated based on each investment’s fair value weighting, using the applicable unobservable input. 45 For investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the earnings before interest, tax, depreciation and amortization (“EBITDA”) or revenue valuation multiples, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, and prepayment rate, in isolation, would result in a significantly lower (higher) fair value measurement while a significant increase (decrease) in recovery rate, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a market quote, third party bid or net asset value in deriving a value, a significant increase (decrease) in the market quote, bid or net asset value in isolation, would result in a significantly higher (lower) fair value measurement. The composition of our investments as of May 31, 2024 at amortized cost and fair value was as follows (dollars in thousands): Investments at Amortized Cost Amortized Cost Percentage of Total Portfolio Investments at Fair Value Fair Value Percentage of Total Portfolio First lien term loans $ 972,726 86.6 % $ 945,045 86.3 % Second lien term loans 22,203 2.0 18,387 1.7 Unsecured term loans 17,619 1.6 15,818 1.4 Structured finance securities 40,589 3.6 24,054 2.2 Equity interests 69,481 6.2 92,255 8.4 Total $ 1,122,618 100.0 % $ 1,095,559 100.0 % The composition of our investments as of February 29, 2024 at amortized cost and fair value was as follows (dollars in thousands): Investments at Amortized Cost Amortized Cost Percentage of Total Portfolio Investments at Fair Value Fair Value Percentage of Total Portfolio First lien term loans $ 1,019,678 86.4 % $ 976,423 85.7 % Second lien term loans 21,968 1.9 18,097 1.6 Unsecured term loans 17,619 1.5 15,818 1.4 Structured finance securities 42,769 3.6 30,626 2.7 Equity interests 77,750 6.6 97,830 8.6 Total $ 1,179,784 100.0 % $ 1,138,794 100.0 % For loans and debt securities for which market quotations are not readily available, the Company determines their fair value based on third party indicative broker quotes, where available, or the inputs that a hypothetical market participant would use to value the security in a current hypothetical sale using a market comparables valuation technique. In applying the market comparables valuation technique, the Company determines the fair value based on such factors as market participant inputs including synthetic credit ratings, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. If, in the Company’s judgment, the market comparables technique is not sufficient or appropriate, the Company may use additional techniques such as an asset liquidation or expected recovery model. For equity securities of portfolio companies and partnership interests, the Company determines the fair value using an enterprise value waterfall valuation technique. Under the enterprise value waterfall valuation technique, the Company determines the enterprise fair value of the portfolio company and then waterfalls the enterprise value over the portfolio company’s securities in order of their preference relative to one another. To estimate the enterprise value of the portfolio company, the Company weighs some or all of the traditional market valuation techniques and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value. The techniques for performing investments may be based on, among other things: valuations of comparable public companies, recent sales of private and public comparable companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent investments in the equity securities of the portfolio company. For non-performing investments, the Company may estimate the liquidation or collateral value of the portfolio company’s assets and liabilities. The Company also takes into account historical and anticipated financial results. 46 The Company’s investments in Saratoga CLO and SLF 2022 are carried at fair value, which is based on a discounted cash flow valuation technique that utilizes prepayment, re-investment and loss inputs based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO and SLF 2022, when available, as determined by the Manager and recommended to the Company’s board of directors. Specifically, the Company uses Intex cash flows, or an appropriate substitute, to form the basis for the valuation of the investment in Saratoga CLO and SLF 2022. The cash flows use a set of inputs including projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The inputs are based on available market data and projections provided by third parties as well as management estimates. The Company ran Intex models based on inputs about the refinanced Saratoga CLO’s structure and the SLF 2022 structure, including capital structure, cost of liabilities and reinvestment period. The Company uses the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine a valuation for our investments in Saratoga CLO and SLF 2022 at May 31, 2024. The inputs at May 31, 2024 for the valuation model include: ● Default rate: 2.0% ● Recovery rate: 35%-70% ● Discount rate: 8.5%-40.0% ● Prepayment rate: 20.0% ● Reinvestment rate / price: S+365bps / $99.00 The Company’s equity investment in SLF JV is measured using the proportionate share of the NAV of SLF JV, or equivalent, as practical expedient. Investment Concentration Set forth is a brief description of each portfolio company in which the fair value of the Company’s investment represents greater than 5 % of the Company’s total assets as of May 31, 2024, excluding Saratoga CLO, SLF JV and SLF 2022 (see Note 4 and Note 5 for more information on Saratoga CLO, SLF JV and SLF 2022, respectively). Invita (fka HemaTerra Holdings Company, LLC) Invita (fka HemaTerra Holding Company, LLC) (“Invita”) provides SaaS-based software solutions addressing complex supply chain issues across a variety of medical environments, including blood, plasma, tissue, implants and DNA sample management, to customers in blood centers, hospitals, pharmaceuticals, and law enforcement settings. Artemis Wax Corp. Artemis Wax Corporation is a U.S. based retail aggregator of European Wax Center (“EWC”) franchise locations with a concentration in the northeast. Founded in 2004, EWC is the largest U.S. body waxing national chain with more than 800 locations across the country. Granite Comfort, LP Granite Comfort, LP is a U.S. based heating, ventilation and air conditioning (“HVAC”) company. The company provides traditional service and replacement of HVAC / plumbing systems, as well as a rental model that is in the early stages of implementation. Note 4. Investment in Saratoga CLO On January 22, 2008, the Company entered into a collateral management agreement with Saratoga CLO, pursuant to which the Company acts as its collateral manager. The Saratoga CLO was initially refinanced in October 2013 with its reinvestment period extended to October 2016. On November 15, 2016, the Company completed a second refinancing of the Saratoga CLO with its reinvestment period extended to October 2018. On December 14, 2018, the Company completed a third refinancing and upsize of the Saratoga CLO (the “2013-1 Reset CLO Notes”). The third Saratoga CLO refinancing, among other things, extended its reinvestment period to January 2021, and extended its legal maturity date to January 2030 . Following this refinancing, the Saratoga CLO portfolio increased its aggregate principal amount from approximately $ 300.0 million to approximately $ 500.0 million of predominantly senior secured first lien term loans. On February 11, 2020, the Company entered into an unsecured loan agreement (“CLO 2013-1 Warehouse 2 Loan”) with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd. (“CLO 2013-1 Warehouse 2”), a wholly owned subsidiary of Saratoga CLO. During the fourth quarter ended February 28, 2021, the CLO 2013-1 Warehouse 2 Ltd. was repaid in full. 47 On February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, extended its legal maturity to April 2033, and added a non-call period of February 2022. In addition, and as part of the refinancing, the Saratoga CLO was upsized from $ 500 million in assets to approximately $ 650 million. As part of this refinancing and upsizing, the Company invested an additional $ 14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $ 17.9 million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $ 2.5 million of Class F-R-2 Notes, $ 7.5 million of Class G-R-2 Notes and $ 25.0 million of the CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $ 2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At August 31, 2021, the outstanding receivable of $ 2.6 million was repaid in full. On August 9, 2021, the Company exchanged its existing $ 17.9 million Class F-R-3 Note for $ 8.5 million Class F-1-R-3 Notes and $ 9.4 million Class F-2-R-3 Notes at par. On August 11, 2021, the Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss of $ 0.1 million. The Saratoga CLO remains effectively 100.0 % owned and managed by the Company. The Company receives a base management fee of 0.10 % per annum and a subordinated management fee of 0.40 % per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of available proceeds. Following the third refinancing and the issuance of the 2013-1 Reset CLO Notes on December 14, 2018, the Company is no longer entitled to an incentive management fee equal to 20.0 % of excess cash flow to the extent the Saratoga CLO subordinated notes receive an internal rate of return paid in cash equal to or greater than 12.0 %. For the three months ended May 31, 2024 and May 31, 2023, the Company accrued management fee income of $ 0.8 million and $ 0.8 million, respectively, and interest income of $ 0.0 million and $ 0.0 million, respectively, from the subordinated notes of Saratoga CLO. As of May 31, 2024, the aggregate principal amounts of the Company’s investments in the subordinated notes and Class F-2-R-3 Notes of the Saratoga CLO was $ 111.0 million and $ 9.4 million, respectively, which had a corresponding fair value of $ 4.4 million and $ 7.4 million, respectively. The Company determines the fair value of its investment in the subordinated notes of Saratoga CLO based on the present value of the projected future cash flows of the subordinated notes over the life of Saratoga CLO. As of May 31, 2024, Saratoga CLO had investments with a principal balance of $ 615.1 million and a weighted average spread over LIBOR of 3.8 % and had debt with a principal balance of $ 611.0 million with a weighted average spread over LIBOR of 2.2 %. As a result, Saratoga CLO earns a “spread” between the interest income it receives on its investments and the interest expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company as the holder of its subordinated notes. As of May 31, 2024, the present value of the projected future cash flows of the subordinated notes was approximately $ 4.4 million, using a 40 % discount rate . The Company’s total investment in the subordinate notes of Saratoga CLO is $ 57.8 million, which consists of additional investments of $ 30 million in January 2008, $ 13.8 million in December 2018 and $ 14.0 million in February 2021; to date, the Company has received distributions of $ 86.8 million, management fees of $ 36.0 million and incentive fees of $ 1.2 million. As of February 29, 2024, the Company determined that the fair value of its investment in the subordinated notes of Saratoga CLO was $ 9.5 million. As of February 29, 2024, the fair value of its investment in the Class F-R-3 Notes of Saratoga CLO was $ 8.9 million. As of February 29, 2024, Saratoga CLO had investments with a principal balance of $ 640.8 million and a weighted average spread over LIBOR of 3.8 % and had debt with a principal balance of $ 611.0 million with a weighted average spread over LIBOR of 2.2 %. As of February 29, 2024, the present value of the projected future cash flows of the subordinated notes, was approximately $ 9.5 million, using a 22.0 % discount rate. The Company’s total investment in the subordinate notes of Saratoga CLO is $ 57.8 which consists of additional investments of $ 30 million in January 2008, $ 13.8 million in December 2018 and $ 14.0 million in February 2021. To date the Company has since received distributions of $ 84.6 million, management fees of $ 35.1 million and incentive fees of $ 1.2 million. Below is certain financial information from the separate financial statements of Saratoga CLO as of May 31, 2024 (unaudited) and February 29, 2024 and for the three months ended May 31, 2024 (unaudited) and May 31, 2023 (unaudited). 48 Saratoga Investment Corp. CLO 2013-1, Ltd. Statements of Assets and Liabilities May 31, 2024 February 29, 2024 (unaudited) ASSETS Investments at fair value Loans at fair value (amortized cost of $ 604,425,866 and $ 629,345,724 , respectively) $ 585,005,607 $ 606,531,189 Equities at fair value (amortized cost of $ 2,320,093 and $ 1,649,986 , respectively) 1,239,367 1,020,585 Total investments at fair value (amortized cost of $ 606,745,959 and $ 630,995,710 , respectively) 586,244,974 607,551,774 Cash and cash equivalents 26,949,110 12,104,832 Receivable from open trades 1,690,146 2,865,174 Interest receivable (net of reserve of $ 293,014 and $ 615,604 , respectively) 3,621,592 3,402,471 Due from affiliate 232 3,953 Prepaid expenses and other assets 100,353 205,400 Total assets $ 618,606,407 $ 626,133,604 LIABILITIES Interest payable $ 5,176,046 $ 5,043,712 Payable from open trades 2,434,855 10,519,573 Accrued base management fee 67,011 68,605 Accrued subordinated management fee 268,045 274,418 Accounts payable and accrued expenses 134,607 84,199 Saratoga Investment Corp. CLO 2013-1, Ltd. Notes: Class A-1-R-3 Senior Secured Floating Rate Notes 357,500,000 357,500,000 Class A-2-R-3 Senior Secured Floating Rate Notes 65,000,000 65,000,000 Class B-FL-R-3 Senior Secured Floating Rate Notes 60,500,000 60,500,000 Class B-FXD-R-3 Senior Secured Fixed Rate Notes 11,000,000 11,000,000 Class C-FL-R-3 Deferrable Mezzanine Floating Rate Notes 26,000,000 26,000,000 Class C-FXD-R-3 Deferrable Mezzanine Fixed Rate Notes 6,500,000 6,500,000 Class D-R-3 Deferrable Mezzanine Floating Rate Notes 39,000,000 39,000,000 Discount on Class D-R-3 Notes ( 214,034 ) ( 220,100 ) Class E-R-3 Deferrable Mezzanine Floating Rate Notes 27,625,000 27,625,000 Discount on Class E-R-3 Notes ( 2,223,576 ) ( 2,286,598 ) Class F-1-R-3 Notes Deferrable Junior Floating Rate Notes 8,500,000 8,500,000 Class F-2-R-3 Notes Deferrable Junior Floating Rate Notes 9,375,000 9,375,000 Deferred debt financing costs ( 1,659,761 ) ( 1,707,224 ) Subordinated Notes 111,000,000 111,000,000 Discount on Subordinated Notes ( 35,168,230 ) ( 36,164,988 ) Total liabilities 690,814,963 697,611,597 NET ASSETS Ordinary equity, par value $ 1.00 , 250 ordinary shares authorized, 250 and 250 common shares issued and outstanding, respectively 250 250 Total distributable earnings (loss) ( 72,208,806 ) ( 71,478,243 ) Total net deficit ( 72,208,556 ) ( 71,477,993 ) Total liabilities and net assets $ 618,606,407 $ 626,133,604 See accompanying notes to financial statements. 49 Saratoga Investment Corp. CLO 2013-1, Ltd. Consolidated Statements of Operations (unaudited) For the three months ended May 31, 2024 May 31, 2023 INVESTMENT INCOME Total interest from investments $ 16,074,172 $ 14,977,479 Interest from cash and cash equivalents 233,498 185,044 Other income 634,769 254,074 Total investment income 16,942,439 15,416,597 EXPENSES Interest and debt financing expenses 15,186,421 13,924,131 Base management fee 160,891 163,358 Subordinated management fee 643,564 653,430 Professional fees 58,805 39,526 Trustee expenses 62,205 62,494 Other expense 105,538 70,996 Total expenses 16,217,424 14,913,935 NET INVESTMENT INCOME (LOSS) 725,015 502,662 REALIZED AND UNREALIZED LOSS ON INVESTMENTS Net realized loss from investments ( 4,398,529 ) ( 2,108,567 ) Net change in unrealized depreciation on investments 2,942,951 ( 10,337,238 ) Net realized and unrealized gain (loss) on investments ( 1,455,578 ) ( 12,445,805 ) NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ ( 730,563 ) $ ( 11,943,143 ) See accompanying notes to financial statements. 50 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Altisource Solutions S.a r.l. Banking, Finance, Insurance & Real Estate Common Stock Equity 15,981 $ - $ 30,044 Endo Finance Holdings, Inc. Healthcare & Pharmaceuticals Common Stock Equity 23,799 660,422 660,422 Endo Finance Holdings, Inc. Healthcare & Pharmaceuticals Warrants Equity 349 9,685 9,685 Envision Parent Inc Healthcare & Pharmaceuticals Common Stock Equity 4,410 175,000 33,075 Envision Parent Inc Healthcare & Pharmaceuticals Warrants Equity 92,837 - - Instant Brands Litigation Trust Interests Consumer goods: Durable Warrants Equity 8,572 - 42,861 Isagenix International, LLC Beverage, Food & Tobacco Common Stock Equity 86,398 - - Resolute Investment Managers (American Beacon), Inc. Banking, Finance, Insurance & Real Estate Common Stock Equity 24,320 1,034,581 97,280 URS TOPCO LLC Transportation: Cargo Common Stock Equity 25,330 440,405 366,000 1011778 B.C Unltd Liability Co Beverage, Food & Tobacco Term Loan B (09/23) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 9/20/2030 $ 1,443,881 1,424,662 1,444,430 19TH HOLDINGS GOLF, LLC Consumer goods: Durable Term Loan Loan 1M USD SOFR+ 3.25 % 0.50 % 8.67 % 2/7/2029 2,467,368 2,381,531 2,450,911 888 Acquisitions Limited Hotel, Gaming & Leisure Term Loan B Loan 6M USD SOFR+ 5.25 % 0.00 % 10.58 % 7/8/2028 3,066,073 2,780,554 3,047,676 Adtalem Global Education Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 3.50 % 0.75 % 8.83 % 8/12/2028 582,329 578,746 583,301 Aegis Sciences Corporation Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 5.50 % 1.00 % 11.09 % 5/9/2025 2,298,063 2,295,013 1,723,547 Agiliti Health Inc. Healthcare & Pharmaceuticals Term Loan B (03/23) Loan 3M USD SOFR+ 3.00 % 0.00 % 8.30 % 5/1/2030 2,170,507 2,155,587 2,166,448 AHEAD DB Holdings, LLC Services: Business Term Loan (04/21) Loan 3M USD SOFR+ 3.75 % 0.75 % 9.06 % 2/1/2031 2,917,500 2,853,359 2,929,345 Air Canada Transportation: Consumer Term Loan B (03/24) Loan 3M USD SOFR+ 2.50 % 0.00 % 7.83 % 3/21/2031 1,000,000 997,507 1,004,580 AIT Worldwide Logistics Holdings, Inc. Transportation: Cargo Term Loan (04/21) Loan 1M USD SOFR+ 4.75 % 0.75 % 10.17 % 4/6/2028 2,468,354 2,335,840 2,471,440 Alchemy US Holdco 1, LLC Metals & Mining Term Loan Loan 1M USD LIBOR+ 7.32 % 0.00 % 7.42 % 10/10/2025 1,654,803 1,648,832 1,648,598 AlixPartners, LLP Banking, Finance, Insurance & Real Estate Term Loan B (01/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 2/4/2028 242,500 242,320 243,198 51 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Alkermes, Inc. Healthcare & Pharmaceuticals Term Loan B (3/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 3/12/2026 2,099,167 2,091,130 2,099,167 Allen Media, LLC Media: Diversified & Production Term Loan (7/21) Loan 3M USD SOFR+ 5.50 % 0.00 % 10.96 % 2/10/2027 4,337,771 4,319,775 3,632,883 Alliant Holdings Intermediate, LLC Banking, Finance, Insurance & Real Estate Term Loan (12/23) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.82 % 11/6/2030 801,032 800,942 804,003 Allied Universal Holdco LLC Services: Business Term Loan 4/21 Loan 1M USD SOFR+ 3.75 % 0.50 % 9.18 % 5/12/2028 1,950,000 1,944,391 1,949,669 Alterra Mountain Company (Intrawest Resort Holdings) Hotel, Gaming & Leisure Term Loan B Add-on Loan 1M USD SOFR+ 3.75 % 0.00 % 9.07 % 5/31/2030 250,000 250,000 251,720 Altisource Solutions S.a r.l. (c) Banking, Finance, Insurance & Real Estate Term Loan B (03/18) Loan 3M USD SOFR+ 5.00 % 1.00 % 10.41 % 4/30/2025 1,121,235 1,121,238 644,710 Altium Packaging LLC Containers, Packaging & Glass Term Loan (01/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 1/29/2028 485,000 483,771 485,538 Amer Sports Oyj (MASCOT BIDCO OY) Consumer goods: Durable USD Term Loan B (01/24) Loan 3M USD SOFR+ 3.25 % 0.00 % 8.58 % 2/7/2031 500,000 497,766 502,500 American Axle & Manufacturing Inc. Automotive Term Loan (12/22) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.32 % 12/13/2029 480,000 467,963 481,949 American Greetings Corporation Media: Advertising, Printing & Publishing Term Loan B (04/24) Loan 1M USD SOFR+ 5.75 % 0.00 % 11.08 % 10/23/2029 2,982,733 2,981,325 2,998,899 American Trailer World Corp Automotive Term Loan Loan 1M USD SOFR+ 3.75 % 0.75 % 9.18 % 3/3/2028 1,357,439 1,356,194 1,328,729 AmWINS Group, LLC Banking, Finance, Insurance & Real Estate Term Loan 2/21 Loan 1M USD SOFR+ 2.25 % 0.75 % 7.69 % 2/17/2028 1,935,032 1,920,416 1,938,631 Anastasia Parent LLC Consumer goods: Non-durable Term Loan Loan 3M USD SOFR+ 3.75 % 0.00 % 9.32 % 8/11/2025 945,000 944,009 645,558 Anchor Packaging, LLC Containers, Packaging & Glass Term Loan (4/24) Loan 1M USD SOFR+ 3.75 % 0.00 % 9.08 % 7/18/2029 1,954,167 1,935,669 1,961,144 ANI Pharmaceuticals, Inc. Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 6.00 % 0.75 % 11.44 % 11/19/2027 2,932,500 2,897,359 2,947,163 AP Core Holdings II LLC High Tech Industries Term Loan B1 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.94 % 9/1/2027 1,750,000 1,734,306 1,601,250 AP Core Holdings II LLC High Tech Industries Term Loan B2 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.94 % 9/1/2027 500,000 495,523 472,750 APEX GROUP TREASURY LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 3M USD SOFR+ 5.00 % 0.50 % 10.32 % 7/26/2028 493,750 468,345 494,984 52 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Apollo Commercial Real Estate Finance, Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 5/15/2026 2,901,015 2,884,650 2,850,102 Apollo Commercial Real Estate Finance, Inc. Banking, Finance, Insurance & Real Estate Term Loan B1 (2/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 3/6/2028 970,000 964,229 936,050 AppLovin Corporation High Tech Industries Term Loan B Loan 1M USD SOFR+ 2.50 % 0.50 % 7.83 % 8/19/2030 969,617 969,617 972,158 AppLovin Corporation High Tech Industries Term Loan B (3/24) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.83 % 10/25/2028 1,473,750 1,471,784 1,479,896 AqGen Ascensus, Inc. Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 8/2/2028 498,692 495,303 498,692 Aramark Services, Inc. Services: Consumer Term Loan Loan 1M USD SOFR+ 1.75 % 0.00 % 7.19 % 1/15/2027 2,331,250 2,296,034 2,331,250 Aramark Services, Inc. Services: Consumer Term Loan B7 (03/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 4/6/2028 1,753,715 1,748,960 1,756,346 ARC FALCON I INC. Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 9/23/2028 978,774 976,519 978,774 ARCIS GOLF LLC Services: Consumer Term Loan B Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 11/24/2028 496,735 492,460 499,219 Aretec Group, Inc. Banking, Finance, Insurance & Real Estate Term Loan B 2 Loan 1M USD SOFR+ 4.00 % 0.00 % 9.33 % 8/9/2030 2,636,078 2,621,595 2,648,019 Aspire Bakeries Holdings, LLC Beverage, Food & Tobacco Term loan Loan 1M USD SOFR+ 4.25 % 0.00 % 9.57 % 12/23/2030 900,000 891,571 906,750 Assuredpartners Inc. Banking, Finance, Insurance & Real Estate Term Loan B5 (02/24) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 2/14/2031 1,300,000 1,298,420 1,309,646 Asurion, LLC Banking, Finance, Insurance & Real Estate Term Loan B10 Loan 1M USD SOFR+ 4.00 % 0.00 % 9.43 % 8/19/2028 1,970,000 1,894,696 1,945,651 Asurion, LLC Banking, Finance, Insurance & Real Estate Term Loan B8 Loan 1M USD SOFR+ 3.25 % 0.00 % 8.69 % 12/18/2026 2,927,041 2,922,738 2,905,088 ATHENAHEALTH GROUP INC. Healthcare & Pharmaceuticals Term Loan B (2/22) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.58 % 2/15/2029 1,313,828 1,310,158 1,310,176 Avolon TLB Borrower 1 (US) LLC Capital Equipment Term Loan B6 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.32 % 6/22/2028 1,480,041 1,429,166 1,484,022 Axalta Coating Systems Dutch Holding B B.V. Chemicals, Plastics, & Rubber Term Loan B6 (03/24) Loan 3M USD SOFR+ 2.00 % 0.50 % 7.33 % 12/20/2029 855,388 848,456 858,458 AZURITY PHARMACEUTICALS, INC. Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 6.62 % 0.75 % 12.06 % 9/20/2027 443,750 435,439 442,086 53 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value B&G Foods, Inc. Beverage, Food & Tobacco Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.83 % 10/10/2026 533,621 531,766 533,088 BAKELITE UK INTERMEDIATE LTD. Chemicals, Plastics, & Rubber Term Loan (5/24) Loan 3M USD SOFR+ 3.50 % 0.50 % 8.83 % 5/29/2029 1,481,231 1,475,389 1,489,867 Baldwin Insurance Group Holdings, LLC Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 3.25 % 0.00 % 8.57 % 5/14/2031 1,648,521 1,637,811 1,650,582 Belfor Holdings Inc. Services: Consumer Term Loan B-1 (11/23) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.08 % 10/25/2030 1,502,834 1,489,202 1,508,470 Belron Finance US LLC Automotive Term Loan B Loan 3M USD SOFR+ 2.25 % 0.50 % 7.68 % 4/18/2029 248,125 248,125 248,951 Belron Finance US LLC Automotive Term Loan B Loan 3M USD SOFR+ 1.93 % 0.50 % 7.51 % 4/13/2028 1,940,000 1,940,000 1,943,240 Bengal Debt Merger Sub LLC Beverage, Food & Tobacco Term Loan Loan 3M USD SOFR+ 3.25 % 0.50 % 8.66 % 1/24/2029 1,965,000 1,964,329 1,866,337 Blackstone Mortgage Trust, Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 2.25 % 0.00 % 7.69 % 4/23/2026 967,089 964,204 948,840 Blackstone Mortgage Trust, Inc. Banking, Finance, Insurance & Real Estate Term Loan (6/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 4/23/2026 1,446,500 1,441,614 1,426,611 Blue Tree Holdings, Inc. Chemicals, Plastics, & Rubber Term Loan (2/21) Loan 3M USD SOFR+ 2.50 % 0.00 % 8.06 % 3/4/2028 970,000 968,732 969,593 Bombardier Recreational Products, Inc. Consumer goods: Durable Term Loan Loan 1M USD SOFR+ 2.75 % 0.00 % 8.08 % 1/22/2031 1,436,580 1,432,892 1,439,769 Bombardier Recreational Products, Inc. Consumer goods: Durable Term Loan B3 Loan 1M USD SOFR+ 2.75 % 0.50 % 8.08 % 12/13/2029 492,528 482,220 493,838 Boost Newco Borrower, LLC (Worldpay) Banking, Finance, Insurance & Real Estate Term Loan B Loan 3M USD SOFR+ 3.00 % 0.00 % 8.31 % 1/31/2031 500,000 497,726 501,320 Boxer Parent Company, Inc. High Tech Industries Term Loan USD (11/23) Loan 1M USD SOFR+ 4.00 % 0.00 % 9.33 % 12/29/2028 1,009,724 1,005,194 1,016,671 BrightSpring Health Services (Phoenix Guarantor) Healthcare & Pharmaceuticals Term Loan (02/24) Loan 1M USD SOFR+ 3.25 % 0.00 % 8.58 % 2/21/2031 972,500 972,500 972,626 BroadStreet Partners, Inc. Banking, Finance, Insurance & Real Estate Term Loan B3 Loan 1M USD SOFR+ 3.00 % 0.00 % 8.44 % 1/22/2027 2,910,884 2,908,714 2,919,383 54 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Brookfield WEC Holdings Inc. Energy: Electricity Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 8.08 % 1/17/2031 1,447,688 1,447,688 1,454,652 BROWN GROUP HOLDING, LLC Aerospace & Defense Term Loan B-2 Loan 1M USD SOFR+ 3.00 % 0.00 % 8.33 % 7/1/2029 493,750 484,103 495,434 Buckeye Partners, L.P. Utilities: Oil & Gas Term Loan B 3 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 11/1/2026 1,261,946 1,257,991 1,263,284 Buckeye Partners, L.P. Utilities: Oil & Gas Term Loan B4 (05/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 11/22/2030 666,671 664,451 667,864 BW Gas & Convenience Holdings LLC Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 3/31/2028 2,431,250 2,416,861 2,437,328 Callaway Golf Company Retail Term Loan B Loan 1M USD SOFR+ 3.00 % 0.00 % 8.33 % 3/16/2030 475,000 470,843 477,038 Calpine Corporation Utilities: Electric Term Loan B10 (01/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 1/31/2031 2,000,000 1,990,188 2,002,500 Camping World, Inc. Retail Term Loan B (5/21) Loan 1M USD SOFR+ 2.50 % 0.75 % 7.94 % 6/5/2028 2,455,696 2,280,977 2,393,469 CAPSTONE BORROWER INC Services: Business Term Loan B (05/24) Loan 1M USD SOFR+ 3.25 % 0.00 % 8.57 % 6/17/2030 879,264 867,452 882,191 CareerBuilder, LLC Services: Business Term Loan B3 Loan 3M USD SOFR+ 6.75 % 0.00 % 12.32 % 7/31/2026 3,930,582 3,914,563 589,587 Castle US Holding Corporation Media: Advertising, Printing & Publishing Term Loan B (USD) Loan 1M USD SOFR+ 3.75 % 0.00 % 9.19 % 1/27/2027 1,942,453 1,936,309 1,267,761 CASTLELAKE AVIATION LLC Aerospace & Defense Term Loan B Loan 3M USD SOFR+ 2.75 % 0.50 % 8.08 % 10/21/2027 987,500 981,684 991,203 CBL & Associates Limited Partnership Retail Term Loan 11/21 Loan 1M USD SOFR+ 2.75 % 1.00 % 8.18 % 11/1/2025 2,435,462 2,180,455 2,231,492 CCC Intelligent Solutions Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 2.25 % 0.50 % 7.69 % 9/16/2028 244,375 244,077 245,291 CCI Buyer, Inc Telecommunications Term Loan Loan 3M USD SOFR+ 4.00 % 0.75 % 9.30 % 12/17/2027 242,500 241,119 243,562 CCRR Parent, Inc. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 4.25 % 0.50 % 9.67 % 3/5/2028 987,500 949,110 869,000 CCRR Parent, Inc. Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 4.25 % 0.75 % 9.69 % 3/5/2028 970,000 967,330 856,025 CCS-CMGC Holdings, Inc. Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 5.50 % 0.00 % 11.11 % 9/25/2025 2,368,750 2,363,883 1,604,828 55 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value CDK GLOBAL, INC. High Tech Industries Term Loan B (05/24) Loan 3M USD SOFR+ 3.25 % 0.00 % 8.58 % 7/6/2029 992,500 968,446 1,000,112 CENTURI GROUP, INC. Construction & Building Term Loan B Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 8/27/2028 726,092 721,525 727,907 Charlotte Buyer, Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 5.25 % 0.50 % 10.57 % 2/11/2028 1,481,250 1,404,830 1,489,501 Chemours Company, (The) Chemicals, Plastics, & Rubber Term Loan B2 Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 8/10/2028 2,387,717 2,351,732 2,401,160 Churchill Downs Incorporated Hotel, Gaming & Leisure Term Loan B1 (3/21) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.43 % 3/17/2028 485,000 484,451 486,213 CIMPRESS PUBLIC LIMITED COMPANY Media: Advertising, Printing & Publishing Term Loan B1 (05/24) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.33 % 5/17/2028 1,954,823 1,884,621 1,953,611 CITADEL SECURITIES LP Banking, Finance, Insurance & Real Estate Term Loan B (01/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.57 % 7/29/2030 4,851,448 4,851,448 4,878,131 Citco Funding LLC Banking, Finance, Insurance & Real Estate Term Loa 1st Lien Incremental Loan 3M USD SOFR+ 3.25 % 0.50 % 8.57 % 4/27/2028 995,000 990,675 997,179 Clarios Global LP Automotive Term Loan (12/23) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.33 % 5/6/2030 1,197,000 1,191,917 1,202,985 Claros Mortgage Trust, Inc Banking, Finance, Insurance & Real Estate Term Loan B-1 (11/21) Loan 1M USD SOFR+ 4.50 % 0.50 % 9.92 % 8/9/2026 3,395,482 3,383,139 3,136,577 CLYDESDALE ACQUISITION HOLDINGS, INC. Containers, Packaging & Glass Term Loan B Loan 1M USD SOFR+ 3.68 % 0.50 % 9.10 % 4/13/2029 1,473,750 1,445,792 1,481,119 Columbus McKinnon Corporation Capital Equipment Term Loan (03/24) Loan 3M USD SOFR+ 2.50 % 0.50 % 7.81 % 5/14/2028 390,593 390,049 392,792 Conduent, Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 4.25 % 0.50 % 9.69 % 10/16/2028 215,713 211,174 216,185 Connect Finco SARL Telecommunications Term Loan B (03/24) Loan 1M USD SOFR+ 4.50 % 0.50 % 9.83 % 9/11/2029 2,887,500 2,814,050 2,754,675 Consolidated Communications, Inc. Telecommunications Term Loan B Loan 1M USD SOFR+ 3.50 % 0.75 % 8.94 % 10/2/2027 2,714,005 2,563,151 2,577,137 CORAL-US CO-BORROWER LLC Telecommunications Term Loan B-5 Loan 1M USD SOFR+ 2.25 % 0.00 % 7.68 % 1/31/2028 4,000,000 3,991,605 3,948,560 Corelle Brands Holding Inc. Consumer goods: Durable Exit Term Loan Loan 3M USD SOFR+ 8.00 % 2.00 % 13.33 % 2/27/2029 100,196 100,197 99,194 Corelogic, Inc. Services: Business Term Loan (4/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 6/2/2028 2,437,500 2,430,573 2,400,938 56 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Cortes NP Acquisition Corp (Vertiv) Capital Equipment Term Loan B (12/23) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.93 % 3/2/2027 1,935,275 1,935,275 1,941,816 Creative Artists Agency, LLC Media: Diversified & Production Term Loan B Loan 1M USD SOFR+ 3.25 % 0.00 % 8.58 % 11/27/2028 1,584,034 1,574,817 1,592,747 CROCS INC Consumer goods: Durable Term Loan B (01/24) Loan 3M USD SOFR+ 2.25 % 0.50 % 7.55 % 2/19/2029 1,170,000 1,134,582 1,177,090 Cross Financial Corp Banking, Finance, Insurance & Real Estate Term Loan B2 Loan 1M USD SOFR+ 3.50 % 0.75 % 8.83 % 9/15/2027 487,500 487,449 489,938 Crown Subsea Communications Holding, Inc. Construction & Building Term Loan B (01/24) Loan 3M USD SOFR+ 4.75 % 0.75 % 10.08 % 1/30/2031 2,400,000 2,377,563 2,419,992 CSC Holdings LLC (Neptune Finco Corp.) Media: Broadcasting & Subscription Term Loan 12/22 Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 1/15/2028 2,370,032 2,362,895 2,276,084 CSC Holdings LLC (Neptune Finco Corp.) Media: Broadcasting & Subscription Term Loan B-5 Loan 1M USD LIBOR+ 2.50 % 0.00 % 7.93 % 4/15/2027 478,750 478,750 377,078 CTC Holdings, LP Banking, Finance, Insurance & Real Estate Term Loan B Loan 3M USD SOFR+ 5.00 % 0.50 % 10.48 % 2/15/2029 2,205,000 2,163,134 2,193,975 CTS Midco, LLC High Tech Industries Term Loan B Loan 3M USD SOFR+ 6.00 % 1.00 % 11.59 % 11/2/2027 1,932,614 1,901,296 1,932,614 Dave & Buster's Inc. Hotel, Gaming & Leisure Term Loan B (1/24) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.63 % 6/29/2029 987,544 948,521 992,343 DCert Buyer, Inc. High Tech Industries Term Loan Loan 1M USD SOFR+ 4.00 % 0.00 % 9.33 % 10/16/2026 1,450,882 1,450,882 1,442,829 Delek US Holdings, Inc. Utilities: Oil & Gas Term Loan B (11/22) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 11/16/2029 5,332,500 5,236,120 5,347,751 Delta 2 Lux Sarl Hotel, Gaming & Leisure Term Loan B Loan 3M USD SOFR+ 2.25 % 0.50 % 7.56 % 1/15/2030 2,000,000 1,991,719 2,010,000 Derby Buyer LLC Chemicals, Plastics, & Rubber Term Loan (5/24) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.82 % 11/1/2030 625,000 616,239 626,756 DexKo Global, Inc. (Dragon Merger) Automotive Term Loan (9/21) Loan 3M USD SOFR+ 3.75 % 0.50 % 9.32 % 10/4/2028 980,000 977,303 976,835 DG Investment Intermediate Holdings 2, Inc. Aerospace & Defense Incremental Term Loan (3/22) Loan 1M USD SOFR+ 4.75 % 0.75 % 10.08 % 3/31/2028 492,500 477,286 493,426 Diamond Sports Group, LLC Media: Broadcasting & Subscription 1st Priority Term Loan Loan 1M USD SOFR+ 10.00 % 1.00 % 15.41 % 5/25/2026 152,224 149,746 142,710 DIRECTV FINANCING, LLC Media: Broadcasting & Subscription Term Loan Loan 1M USD SOFR+ 5.25 % 0.75 % 10.69 % 8/2/2029 3,118,225 3,099,077 3,122,435 57 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value DISCOVERY PURCHASER CORPORATION Chemicals, Plastics, & Rubber Term Loan Loan 3M USD SOFR+ 4.38 % 0.50 % 9.68 % 10/4/2029 1,481,316 1,383,808 1,480,397 Dispatch Acquisition Holdings, LLC Environmental Industries Term Loan B (3/21) Loan 3M USD SOFR+ 4.25 % 0.75 % 9.70 % 3/25/2028 486,250 483,394 428,075 DOMTAR CORPORATION Forest Products & Paper Term Loan 9/21 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.94 % 11/30/2028 3,200,830 3,148,020 3,128,811 DOTDASH MEREDITH, INC. Media: Advertising, Printing & Publishing Term Loan B Loan 1M USD SOFR+ 4.00 % 0.50 % 9.41 % 11/30/2028 1,969,697 1,811,779 1,972,159 DRI HOLDING INC. Media: Advertising, Printing & Publishing Term Loan (12/21) Loan 1M USD SOFR+ 5.25 % 0.50 % 10.68 % 12/15/2028 3,922,456 3,805,230 3,731,236 DRW Holdings, LLC Banking, Finance, Insurance & Real Estate Term Loan (2/21) Loan 1M USD SOFR+ 3.75 % 0.00 % 9.19 % 3/1/2028 6,305,000 6,277,577 6,318,808 DTZ U.S. Borrower, LLC Construction & Building Term Loan (01/23) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.68 % 1/31/2030 2,019,155 2,017,361 2,024,203 DTZ U.S. Borrower, LLC Construction & Building Term Loan B (04/24) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.08 % 1/31/2030 1,097,250 1,072,388 1,104,108 DTZ U.S. Borrower, LLC Construction & Building Term Loan Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 8/21/2025 147,374 147,247 147,420 Dye & Durham Corporation Services: Business Term Loan B (04/24) Loan 3M USD SOFR+ 4.25 % 1.00 % 9.66 % 4/11/2031 1,500,000 1,477,793 1,503,750 EAB Global, Inc. Services: Business Term Loan (08/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 8/16/2028 977,500 974,753 979,738 Echo Global Logistics, Inc. Services: Business Term Loan Loan 1M USD SOFR+ 3.75 % 0.50 % 9.18 % 11/23/2028 1,960,000 1,957,748 1,934,579 Edelman Financial Group Inc., The Banking, Finance, Insurance & Real Estate Term Loan B (3/21) Loan 1M USD SOFR+ 3.50 % 0.75 % 8.94 % 4/7/2028 2,160,773 2,156,666 2,160,773 ELECTRON BIDCO INC. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 3.00 % 0.50 % 8.44 % 11/1/2028 490,000 488,626 491,632 ELO Touch Solutions, Inc. Media: Diversified & Production Term Loan (12/18) Loan 1M USD SOFR+ 6.50 % 0.00 % 11.94 % 12/14/2025 2,362,074 2,334,535 2,352,035 Embecta Corp Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 3.00 % 0.50 % 8.33 % 3/30/2029 3,091,984 3,039,668 2,902,260 Emerson Climate Technologies Inc Services: Business Term Loan B (04/23) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.83 % 5/31/2030 997,500 993,053 1,003,525 58 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Endo Finance Holdings, Inc. Healthcare & Pharmaceuticals Exit Term Loan B (04/24) Loan 3M USD SOFR+ 4.50 % 0.50 % 9.83 % 4/9/2031 2,000,000 1,980,403 1,997,500 Endure Digital, Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.50 % 0.75 % 8.93 % 2/10/2028 2,431,250 2,424,549 2,269,426 Entain Holdings (Gibraltar) Limited Hotel, Gaming & Leisure Term Loan B3 (5/24) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.17 % 10/31/2029 1,483,744 1,469,182 1,486,058 EOS U.S. FINCO LLC Transportation: Cargo Term Loan Loan 3M USD SOFR+ 6.00 % 0.50 % 11.31 % 10/6/2029 968,750 904,370 758,531 Equiniti Group PLC Services: Business Term Loan B Loan 6M USD SOFR+ 4.50 % 0.50 % 9.93 % 12/11/2028 977,500 970,699 985,447 Evertec Group LLC Banking, Finance, Insurance & Real Estate Term Loan B (09/23) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.58 % 10/30/2030 1,125,000 1,109,376 1,133,438 EyeCare Partners T/L B - Restructure Source 1 Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 3.75 % 0.00 % 9.39 % 2/18/2027 - 1,946 - Fiesta Purchaser, Inc. Beverage, Food & Tobacco First Lien TLB Loan 1M USD SOFR+ 4.00 % 0.00 % 9.33 % 2/12/2031 500,000 495,332 504,095 Finco I LLC Banking, Finance, Insurance & Real Estate Term Loan B (08/23) Loan 3M USD SOFR+ 3.00 % 0.00 % 8.33 % 6/27/2029 2,809,718 2,807,144 2,820,647 First Brands Group, LLC Automotive 1st Lien Term Loan (3/21) Loan 3M USD SOFR+ 5.00 % 1.00 % 10.59 % 3/30/2027 4,850,000 4,807,992 4,793,692 First Eagle Investment Management Banking, Finance, Insurance & Real Estate Term Loan B (02/24) Loan 3M USD SOFR+ 3.00 % 0.00 % 8.33 % 3/5/2029 5,091,652 5,082,600 5,075,410 First Student Bidco Inc. Transportation: Consumer Term Loan B Loan 3M USD SOFR+ 3.00 % 0.50 % 8.56 % 7/21/2028 713,399 710,052 714,569 First Student Bidco Inc. Transportation: Consumer Term Loan C Loan 3M USD SOFR+ 3.00 % 0.50 % 8.56 % 7/21/2028 216,966 215,938 217,322 Fitness International, LLC (LA Fitness) Services: Consumer Term Loan B (1/24) Loan 3M USD SOFR+ 5.25 % 1.00 % 10.68 % 2/5/2029 1,200,000 1,166,020 1,201,500 Flutter Financing B.V. Hotel, Gaming & Leisure Term Loan B3 (11/23) Loan 3M USD SOFR+ 2.25 % 0.50 % 7.56 % 11/25/2030 3,740,625 3,731,146 3,753,081 FOCUS FINANCIAL PARTNERS, LLC Banking, Finance, Insurance & Real Estate Term Loan B7 Loan 1M USD SOFR+ 2.75 % 0.50 % 8.08 % 6/30/2028 1,468,707 1,455,320 1,470,396 Franchise Group, Inc. Services: Consumer First Out Term Loan Loan 6M USD SOFR+ 4.75 % 0.75 % 10.36 % 3/10/2026 799,104 795,806 623,301 Franchise Group, Inc. Services: Consumer Term Loan B Loan 3M USD SOFR+ 4.75 % 0.75 % 10.34 % 3/10/2026 2,970,000 2,878,552 2,264,625 Franklin Square Holdings, L.P. Banking, Finance, Insurance & Real Estate Term Loan B (04/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.57 % 4/25/2031 4,252,472 4,245,946 4,247,156 59 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Froneri International (R&R Ice Cream) Beverage, Food & Tobacco Term Loan B-2 Loan 1M USD SOFR+ 2.25 % 0.00 % 7.68 % 1/29/2027 1,925,000 1,924,173 1,926,925 Garrett LX III S.a r.l. Automotive Term Loan Loan 3M USD SOFR+ 3.25 % 0.50 % 8.84 % 4/30/2028 1,462,500 1,458,378 1,464,328 Gemini HDPE LLC Chemicals, Plastics, & Rubber Term Loan B (12/20) Loan 3M USD SOFR+ 3.00 % 0.50 % 8.59 % 12/31/2027 2,156,309 2,146,417 2,162,605 Genesee & Wyoming, Inc. Transportation: Cargo Term Loan B (03/24) Loan 3M USD SOFR+ 2.00 % 0.00 % 7.30 % 4/10/2031 1,500,000 1,492,566 1,503,240 GGP Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD LIBOR+ 2.50 % 0.00 % 2.96 % 8/27/2025 2,771,482 2,630,046 2,757,624 GIP Pilot Acquisition Partners, L.P. Energy: Oil & Gas Term Loan (05/24) Loan 3M USD SOFR+ 2.50 % 0.00 % 7.83 % 10/4/2030 498,750 496,462 500,620 Global Tel*Link Corporation Telecommunications Term Loan B Loan 1M USD SOFR+ 4.25 % 0.00 % 9.68 % 11/29/2025 4,833,856 4,751,056 4,712,237 Go Daddy Operating Company, LLC High Tech Industries Term Loan B7 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.43 % 8/10/2027 944,956 944,956 944,559 GOLDEN WEST PACKAGING GROUP LLC Forest Products & Paper Term Loan (11/21) Loan 1M USD SOFR+ 5.25 % 0.75 % 10.68 % 12/1/2027 1,850,000 1,838,568 1,535,500 GOTO GROUP, INC. High Tech Industries First Lien Term Loan Loan 1M USD SOFR+ 4.75 % 0.00 % 10.17 % 4/30/2028 1,254,792 748,762 1,176,368 GOTO GROUP, INC. High Tech Industries Second-Out Term Loan (02/24) Loan 1M USD SOFR+ 4.75 % 0.00 % 10.17 % 4/30/2028 1,732,808 1,651,354 1,054,847 Graham Packaging Co Inc Containers, Packaging & Glass Term Loan (2/21) Loan 1M USD SOFR+ 3.00 % 0.75 % 8.44 % 8/7/2027 942,441 939,031 945,607 Great Outdoors Group, LLC Retail Term Loan B2 Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 3/6/2028 967,688 965,166 968,142 Griffon Corporation Consumer goods: Durable Term Loan B Loan 3M USD SOFR+ 2.50 % 0.50 % 7.95 % 1/24/2029 143,438 143,233 143,677 Grosvenor Capital Management Holdings, LLLP Banking, Finance, Insurance & Real Estate Amendment 5 Term Loan Loan 1M USD SOFR+ 2.50 % 0.50 % 7.93 % 2/24/2028 2,800,713 2,800,245 2,801,581 Groupe Solmax Inc. Environmental Industries Term Loan (6/21) Loan 3M USD SOFR+ 4.75 % 0.75 % 10.31 % 5/27/2028 2,431,057 2,103,884 2,362,890 GYP HOLDINGS III CORP. Construction & Building Term Loan (1/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 5/12/2030 248,752 247,678 249,219 Harbor Freight Tools USA, Inc. Retail Term Loan B (06/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 10/19/2027 3,344,665 3,331,814 3,344,397 60 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Helix Gen Funding, LLc Energy: Electricity Term Loan Loan 3M USD SOFR+ 4.75 % 1.00 % 10.06 % 12/31/2027 899,174 884,040 905,693 Hertz Corporation (The) Transportation: Consumer Term Loan B Loan 1M USD SOFR+ 3.75 % 0.00 % 9.07 % 6/30/2028 2,098,750 2,042,159 1,924,113 Hillman Group Inc. (The) (New) Consumer goods: Durable Term Loan B-1 (2/21) Loan 1M USD SOFR+ 2.25 % 0.50 % 7.57 % 7/14/2028 3,163,397 3,161,165 3,167,857 Hilton Domestic Operating Company Inc. Hotel, Gaming & Leisure Term Loan B 4 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.42 % 11/8/2030 1,500,000 1,496,724 1,504,425 Hilton Grand Vacations Borrower LLC Hotel, Gaming & Leisure Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 8.18 % 8/2/2028 500,000 500,000 501,875 HLF Financing SARL (Herbalife) Consumer goods: Non-durable Term Loan Loan 1M USD SOFR+ 6.75 % 0.50 % 12.08 % 4/12/2029 3,116,400 3,114,216 2,988,285 Holley Purchaser, Inc Automotive Term Loan (11/21) Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 11/17/2028 2,247,591 2,241,738 2,239,522 Hudson River Trading LLC Banking, Finance, Insurance & Real Estate Term Loan (3/21) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.44 % 3/17/2028 5,820,000 5,787,078 5,822,735 Hunter Douglas Inc Consumer goods: Durable Term Loan B-1 Loan 3M USD SOFR+ 3.50 % 0.50 % 8.84 % 2/26/2029 2,468,656 2,240,046 2,452,782 Hyperion Refinance S.a.r.l. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 2/15/2031 3,000,000 2,986,212 3,015,000 Idera, Inc. High Tech Industries Term Loan (02/21) Loan 3M USD SOFR+ 3.75 % 0.75 % 9.23 % 3/2/2028 4,749,901 4,744,630 4,757,168 IMA Financial Group, Inc. Banking, Finance, Insurance & Real Estate Term Loan (10/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.18 % 11/1/2028 2,452,455 2,444,544 2,454,001 INDY US BIDCO, LLC Services: Business Term Loan (11/21) Loan 1M USD SOFR+ 3.75 % 0.00 % 9.08 % 3/6/2028 2,187,656 2,187,020 2,141,169 INEOS 226 Ltd. Chemicals, Plastics, & Rubber Term Loan 3/23 Loan 1M USD SOFR+ 3.75 % 0.00 % 9.18 % 3/13/2030 496,250 491,903 496,042 Ineos US Finance LLC Chemicals, Plastics, & Rubber Term Loan C Loan 1M USD SOFR+ 3.50 % 0.00 % 8.93 % 2/18/2030 992,500 983,884 994,981 INEOS US PETROCHEM LLC Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 4.25 % 0.00 % 9.68 % 4/2/2029 2,714,874 2,660,180 2,713,191 Informatica Inc. High Tech Industries Term Loan B (10/21) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 10/27/2028 490,000 489,903 491,838 Ingram Micro Inc. Wholesale Term Loan (09/23) Loan 3M USD SOFR+ 3.00 % 0.50 % 8.57 % 6/30/2028 1,095,000 1,087,935 1,100,475 61 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Inmar, Inc. Services: Business Term Loan (06/23) Loan 1M USD SOFR+ 5.50 % 1.00 % 10.83 % 5/1/2026 3,324,875 3,241,812 3,335,282 Innophos, Inc. Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.94 % 2/4/2027 480,000 479,202 477,120 INSTANT BRANDS HOLDINGS INC. Consumer goods: Durable Instant Brands TL Loan 3M USD SOFR+ 15.00 % 0.00 % 20.34 % 2/26/2031 17,444 10,085 25,843 IRB Holding Corporation Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 2.75 % 0.75 % 8.18 % 12/15/2027 494,962 491,142 496,684 Isagenix International, LLC (c) Beverage, Food & Tobacco Term Loan Loan 6M USD SOFR+ 2.50 % 0.00 % 2.50 % 4/13/2028 1,286,033 881,771 1,105,989 Isolved Inc. Services: Business Term Loan (4/24) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.83 % 10/14/2030 623,438 617,530 625,389 Jane Street Group Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 1/26/2028 3,870,000 3,869,080 3,881,262 Journey Personal Care Corp. Consumer goods: Non-durable Term Loan B Loan 1M USD SOFR+ 4.25 % 0.75 % 9.69 % 3/1/2028 2,917,500 2,872,066 2,904,751 JP Intermediate B, LLC Consumer goods: Non-durable Term Loan 7/23 Loan 3M USD SOFR+ 5.50 % 1.00 % 11.09 % 11/20/2027 3,456,884 3,444,076 254,945 Kleopatra Finco S.a r.l. Containers, Packaging & Glass Term Loan (1/21) (USD) Loan 6M USD SOFR+ 4.73 % 0.50 % 10.27 % 2/12/2026 1,455,000 1,453,547 1,322,595 Kodiak BP, LLC Construction & Building Term Loan Loan 3M USD SOFR+ 3.25 % 0.75 % 8.82 % 3/13/2028 484,888 484,065 486,532 Kodiak BP, LLC Construction & Building Term Loan B2 Loan 3M USD SOFR+ 3.75 % 0.00 % 9.06 % 3/13/2028 500,000 497,561 503,125 Koppers Inc Chemicals, Plastics, & Rubber Term Loan B (04/24) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.33 % 4/10/2030 992,513 966,159 997,475 Kraton Corporation Chemicals, Plastics, & Rubber Term Loan 11/21 Loan 3M USD SOFR+ 3.25 % 0.50 % 8.84 % 3/15/2029 2,000,000 1,945,550 1,966,080 KREF Holdings X LLC Banking, Finance, Insurance & Real Estate Term Loan (11/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 9/1/2027 485,084 478,707 472,957 Lakeland Tours, LLC (c) Hotel, Gaming & Leisure Holdco Fixed Term Loan Loan #N/A 0.00 % 0.00 % 8.00 % 9/27/2027 1,127,568 602,588 225,514 Latham Pool Products, Inc. Consumer goods: Durable Term Loan 2/22 Loan 1M USD SOFR+ 4.00 % 0.50 % 9.42 % 2/23/2029 1,000,000 985,152 981,670 Lealand Finance Company B.V. (c) Energy: Oil & Gas Exit Term Loan Loan 1M USD SOFR+ 1.00 % 0.00 % 6.44 % 12/31/2027 358,485 358,485 116,956 LHS BORROWER, LLC Construction & Building Term Loan (02/22) Loan 1M USD SOFR+ 4.75 % 0.50 % 10.18 % 2/16/2029 2,469,370 2,093,137 2,368,397 Lifetime Brands, Inc Consumer goods: Non-durable Term Loan Loan 1M USD SOFR+ 5.50 % 1.00 % 10.94 % 8/26/2027 1,638,572 1,633,129 1,592,151 62 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Liquid Tech Solutions Holdings, LLC Services: Business Term Loan Loan 1M USD SOFR+ 4.75 % 0.75 % 10.19 % 3/17/2028 972,500 970,797 969,660 LOYALTY VENTURES INC. (b) Services: Business Term Loan B Loan Prime 5.50 % 0.50 % 14.00 % 11/3/2027 2,913,525 2,902,962 21,851 LPL Holdings, Inc. Banking, Finance, Insurance & Real Estate Term Loan B1 Loan 1M USD SOFR+ 1.75 % 0.00 % 7.16 % 11/11/2026 1,192,291 1,191,670 1,193,531 LSF11 A5 HOLDCO LLC Chemicals, Plastics, & Rubber Term Loan (01/23) Loan 1M USD SOFR+ 4.25 % 0.50 % 9.68 % 10/14/2028 1,488,750 1,471,308 1,491,549 LSF11 A5 HOLDCO LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 10/16/2028 245,000 244,345 245,382 LSF11 TRINITY BIDCO INC Aerospace & Defense Term Loan B Loan 1M USD SOFR+ 4.00 % 0.00 % 9.32 % 6/14/2030 978,298 965,207 982,583 LSF9 Atlantis Holdings, LLC (A Wireless) Retail Term Loan (2/24) Loan 1M USD SOFR+ 6.50 % 0.75 % 11.83 % 3/31/2029 2,775,000 2,703,222 2,816,625 Lumen Technologies Inc Telecommunications Term Loan B1 (3/24) Loan 1M USD SOFR+ 2.35 % 2.00 % 7.79 % 4/15/2029 1,627,142 1,626,419 1,124,258 Lumen Technologies Inc Telecommunications Term Loan B2 (3/24) Loan 1M USD SOFR+ 2.35 % 2.00 % 7.79 % 4/15/2030 1,627,142 1,626,416 1,094,709 MAGNITE, INC. Services: Business Term Loan B (01/24) Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 2/6/2031 3,250,000 3,219,184 3,268,298 Marriott Ownership Resorts, Inc. Hotel, Gaming & Leisure Term Loan B (3/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 4/1/2031 1,317,074 1,317,074 1,315,428 Match Group, Inc, The Services: Consumer Term Loan (1/20) Loan 3M USD SOFR+ 1.75 % 0.00 % 7.23 % 2/15/2027 250,000 249,780 249,688 Max US Bidco Inc. Beverage, Food & Tobacco Term Loan B Loan 3M USD SOFR+ 5.00 % 0.50 % 10.31 % 10/3/2030 2,000,000 1,873,829 1,892,960 Mayfield Agency Borrower Inc. (FeeCo) Banking, Finance, Insurance & Real Estate First Lien Term Loan B (12/23) Loan 3M USD SOFR+ 4.25 % 0.00 % 9.55 % 2/28/2028 3,424,168 3,344,167 3,429,886 McGraw-Hill Education, Inc. Media: Advertising, Printing & Publishing Term Loan (07/21) Loan 1M USD SOFR+ 4.75 % 0.50 % 10.19 % 7/28/2028 1,950,000 1,936,776 1,953,822 MedAssets Software Inter Hldg, Inc. High Tech Industries Term Loan (11/21) (USD) Loan 3M USD SOFR+ 4.00 % 0.50 % 9.42 % 12/18/2028 490,000 487,766 389,550 Mermaid Bidco Inc. High Tech Industries Term Loan B2 Loan 3M USD SOFR+ 4.25 % 0.75 % 9.58 % 12/22/2027 1,961,459 1,943,656 1,976,170 Michaels Companies Inc Retail Term Loan B (Magic Mergeco) Loan 3M USD SOFR+ 4.25 % 0.75 % 9.82 % 4/8/2028 2,436,137 2,423,899 2,217,981 63 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Milano Acquisition Corp. Healthcare & Pharmaceuticals Term Loan B Loan 3M USD SOFR+ 4.00 % 0.75 % 9.41 % 10/1/2027 2,000,000 1,909,216 1,940,840 MIWD Holdco II LLC Construction & Building Term Loan B2 (03/24) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.83 % 3/21/2031 500,000 497,527 503,440 MKS Instruments, Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 2.50 % 0.50 % 7.82 % 8/17/2029 1,346,646 1,344,200 1,352,935 Momentive Performance Materials Inc. Chemicals, Plastics, & Rubber Term Loan (03/23) Loan 1M USD SOFR+ 4.50 % 0.00 % 9.83 % 3/28/2028 495,000 478,839 489,743 Moneygram International, Inc. Services: Business Term Loan Loan 3M USD SOFR+ 5.50 % 0.50 % 10.85 % 5/31/2030 2,986,247 2,620,379 2,984,395 Mosel Bidco SE High Tech Industries Term Loan B Loan 3M USD SOFR+ 4.75 % 0.50 % 10.06 % 9/16/2030 500,000 495,352 503,750 MPH Acquisition Holdings LLC (Multiplan) Services: Business Term Loan B (08/21) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.86 % 9/1/2028 2,954,545 2,738,763 2,465,657 NAB Holdings, LLC (North American Bancard) Banking, Finance, Insurance & Real Estate Term Loan (11/21) Loan 3M USD SOFR+ 2.75 % 0.50 % 8.21 % 11/23/2028 2,932,500 2,927,977 2,936,166 Napa Management Services Corp Healthcare & Pharmaceuticals Term Loan B (02/22) Loan 1M USD SOFR+ 5.25 % 0.75 % 10.68 % 2/22/2029 2,962,217 2,459,723 2,836,322 Natgasoline LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 3.50 % 0.00 % 8.94 % 11/14/2025 3,296,699 3,287,487 3,280,216 National Mentor Holdings, Inc. Healthcare & Pharmaceuticals Term Loan C 2/21 Loan 3M USD SOFR+ 3.75 % 0.75 % 9.16 % 3/2/2028 87,464 87,220 83,921 National Mentor Holdings, Inc. Healthcare & Pharmaceuticals Term Loan 2/21 Loan 3M USD LIBOR+ 3.75 % 0.75 % 8.48 % 3/2/2028 2,701,233 2,695,618 2,591,833 Nexstar Broadcasting, Inc. (Mission Broadcasting) Media: Broadcasting & Subscription Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 9/18/2026 657,625 654,369 658,941 Next Level Apparel, Inc. Retail Term Loan Loan 1M USD SOFR+ 7.50 % 1.00 % 12.92 % 8/9/2026 2,448,323 2,438,190 1,915,813 NortonLifeLock Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 2.00 % 0.50 % 7.43 % 9/12/2029 993,445 990,163 993,942 Nouryon Finance B.V. Chemicals, Plastics, & Rubber Term Loan B (04/24) Loan 3M USD SOFR+ 3.50 % 0.00 % 8.83 % 4/3/2028 497,494 493,137 500,603 Novae LLC Automotive Term Loan B Loan 3M USD SOFR+ 5.00 % 0.75 % 10.48 % 12/22/2028 1,960,000 1,949,488 1,953,258 Nuvei Technologies Corp. High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.00 % 0.50 % 8.46 % 12/19/2030 2,094,750 2,079,418 2,101,118 64 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Olaplex, Inc. Consumer goods: Non-durable Term Loan (2/22) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 2/23/2029 2,461,108 2,374,641 2,339,431 Open Text Corporation High Tech Industries Term Loan B (08/23) Loan 1M USD SOFR+ 2.25 % 0.50 % 7.58 % 1/31/2030 933,133 908,855 939,021 Oxbow Carbon, LLC Metals & Mining Term Loan B (04/23) Loan 3M USD SOFR+ 3.50 % 0.50 % 8.81 % 5/2/2030 496,250 487,397 496,563 PACIFIC DENTAL SERVICES, LLC Healthcare & Pharmaceuticals Term Loan B (02//24) Loan 1M USD SOFR+ 3.25 % 0.00 % 8.57 % 3/17/2031 1,200,000 1,198,598 1,208,256 Pacific Gas & Electric Utilities: Electric Term Loan Loan 1M USD SOFR+ 2.50 % 0.50 % 7.83 % 6/23/2027 250,000 249,129 250,860 PACTIV EVERGREEN GROUP HOLDINGS INC. Containers, Packaging & Glass Term Loan B4 (05/24) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.68 % 9/20/2028 975,000 972,255 976,570 Padagis LLC Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 4.75 % 0.50 % 10.31 % 7/6/2028 941,176 935,003 918,824 PAR PETROLEUM LLC Energy: Oil & Gas Term Loan B Loan 3M USD SOFR+ 3.75 % 0.50 % 9.05 % 2/28/2030 2,477,481 2,454,534 2,491,107 PATAGONIA HOLDCO LLC Telecommunications Term Loan B Loan 3M USD SOFR+ 5.75 % 0.50 % 11.07 % 8/1/2029 2,970,000 2,614,004 2,771,990 Pathway Partners Vet Management Company LLC Services: Business Term Loan Loan 1M USD SOFR+ 3.75 % 0.00 % 9.19 % 3/31/2027 480,303 475,007 374,771 PCI Gaming Authority Hotel, Gaming & Leisure Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 5/29/2026 794,490 793,256 796,675 PEARLS (Netherlands) Bidco B.V. Chemicals, Plastics, & Rubber USD Term Loan (02/22) Loan 3M USD SOFR+ 4.00 % 0.50 % 9.33 % 2/28/2029 980,000 978,867 980,000 PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC Healthcare & Pharmaceuticals Term Loan (12/22) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.69 % 12/29/2028 1,470,887 1,466,959 1,437,056 Penn National Gaming, Inc Hotel, Gaming & Leisure Term Loan B Loan 1M USD SOFR+ 2.75 % 0.50 % 8.18 % 5/3/2029 982,500 979,071 984,101 Peraton Corp. Aerospace & Defense Term Loan B Loan 1M USD SOFR+ 3.75 % 0.75 % 9.18 % 2/1/2028 5,222,587 5,212,356 5,224,415 PHYSICIAN PARTNERS, LLC Healthcare & Pharmaceuticals Term Loan Loan 6M USD SOFR+ 4.00 % 0.50 % 9.56 % 12/23/2028 2,951,152 2,895,186 2,217,791 Pitney Bowes Inc Services: Business Term Loan B Loan 1M USD SOFR+ 4.00 % 0.00 % 9.44 % 3/17/2028 3,889,798 3,869,799 3,880,074 Plastipak Holdings Inc. Containers, Packaging & Glass Term Loan B (11/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.93 % 12/1/2028 1,795,294 1,789,772 1,800,303 65 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Playtika Holding Corp. High Tech Industries Term Loan B (3/21) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 3/13/2028 4,365,000 4,359,844 4,367,532 PMHC II, INC. Chemicals, Plastics, & Rubber Term Loan (02/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.71 % 4/21/2029 1,970,000 1,963,112 1,943,267 PointClickCare Technologies, Inc. High Tech Industries Term Loan (04/24) Loan 3M USD SOFR+ 3.00 % 0.75 % 8.32 % 12/29/2027 485,000 483,674 486,518 Polymer Process Holdings, Inc. Containers, Packaging & Glass Term Loan Loan 1M USD SOFR+ 4.75 % 0.75 % 10.19 % 2/12/2028 5,335,000 5,303,127 5,122,934 Pre-Paid Legal Services, Inc. Services: Consumer Term Loan (12/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 12/15/2028 2,940,000 2,922,984 2,935,267 Presidio, Inc. Services: Business Term Loan B (1/20) Loan 3M USD SOFR+ 3.50 % 0.00 % 8.93 % 1/22/2027 481,250 481,071 481,452 Prime Security Services Borrower, LLC (ADT) Services: Consumer Term Loan B (04/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 10/14/2030 1,995,000 1,976,580 2,001,903 PRIORITY HOLDINGS, LLC Services: Consumer Term Loan B (5/24) Loan 1M USD SOFR+ 4.75 % 0.50 % 10.07 % 5/16/2031 2,917,500 2,900,843 2,921,147 PriSo Acquisition Corporation Construction & Building Term Loan (01/21) Loan 3M USD SOFR+ 3.25 % 0.75 % 8.81 % 12/28/2027 484,991 483,756 479,487 Project Leopard Holdings, Inc. (NEW) High Tech Industries Term Loan B (06/22) Loan 3M USD SOFR+ 5.25 % 0.50 % 10.68 % 7/20/2029 987,500 931,745 913,793 Propulsion (BC) Finco Aerospace & Defense Term Loan Loan 3M USD SOFR+ 3.75 % 0.50 % 9.06 % 9/14/2029 748,106 740,864 753,717 PUG LLC Services: Consumer Term Loan B (03/24) Loan 1M USD SOFR+ 4.75 % 0.00 % 10.08 % 3/15/2030 475,176 474,258 474,881 Quartz AcquireCo, LLC High Tech Industries Term Loan B Loan 3M USD SOFR+ 3.50 % 0.00 % 8.81 % 6/28/2030 1,244,373 1,235,260 1,249,040 QUEST BORROWER LIMITED High Tech Industries Term Loan (1/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.73 % 2/1/2029 1,965,000 1,951,003 1,457,794 Quikrete Holdings, Inc. Construction & Building Quikrete 3/24 (2031) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.83 % 4/14/2031 1,000,000 997,581 1,003,630 R1 RCM INC. Healthcare & Pharmaceuticals Term Loan (12/23) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.36 % 6/21/2029 1,200,000 1,185,480 1,206,300 R1 RCM INC. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 3.00 % 0.50 % 8.33 % 6/21/2029 1,196,962 1,183,318 1,203,246 Rackspace Technology Global, Inc. High Tech Industries Super-Priority Term Loan (03/24) Loan 1M USD SOFR+ 6.25 % 0.75 % 11.69 % 5/15/2028 551,042 545,646 553,566 66 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Rackspace Technology Global, Inc. High Tech Industries Term Loan (3/24) Loan 1M USD SOFR+ 2.75 % 0.75 % 8.19 % 5/15/2028 2,936,992 2,865,773 1,308,812 RAND PARENT LLC Transportation: Cargo Term Loan B Loan 3M USD SOFR+ 4.25 % 0.00 % 9.56 % 3/16/2030 2,475,000 2,396,832 2,480,420 RealPage, Inc. High Tech Industries Term Loan (04/21) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.44 % 4/24/2028 975,000 974,092 961,350 Rent-A-Center, Inc. Retail Term Loan B2 (9/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.08 % 2/17/2028 1,855,175 1,825,029 1,858,273 Research Now Group, Inc Media: Advertising, Printing & Publishing Term Loan Loan 3M USD SOFR+ 5.50 % 1.00 % 11.09 % 12/20/2024 4,241,580 4,227,343 3,154,082 Resideo Funding Inc. Services: Consumer Term Loan B (05/24) Loan 3M USD SOFR+ 2.00 % 0.00 % 7.33 % 2/11/2028 1,455,000 1,454,141 1,457,735 Resolute Investment Managers (American Beacon), Inc. Banking, Finance, Insurance & Real Estate Term Loan (12/23) Loan 3M USD SOFR+ 6.50 % 1.00 % 12.07 % 4/30/2027 1,963,234 1,963,234 1,926,423 Restoration Hardware, Inc. Retail Term Loan (9/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 10/20/2028 3,418,609 3,415,052 3,332,665 Reynolds Consumer Products LLC Containers, Packaging & Glass Term Loan Loan 1M USD SOFR+ 1.75 % 0.00 % 7.18 % 2/4/2027 1,087,614 1,087,614 1,091,051 Russell Investments US Inst'l Holdco, Inc. (c) Banking, Finance, Insurance & Real Estate Term Loan B PIK (3/24) Loan 3M USD SOFR+ 5.00 % 1.00 % 10.33 % 5/30/2027 5,726,925 5,714,072 5,122,735 RV Retailer LLC Automotive Term Loan Loan 1M USD SOFR+ 3.75 % 0.75 % 9.17 % 2/8/2028 2,920,287 2,885,791 2,705,646 Ryan Specialty Group LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 2.75 % 0.75 % 8.07 % 9/1/2027 1,459,715 1,451,231 1,467,379 S&S HOLDINGS LLC Services: Business Term Loan Loan 1M USD SOFR+ 5.00 % 0.50 % 10.42 % 3/10/2028 2,427,437 2,388,922 2,432,753 Sally Holdings LLC Retail Term Loan B Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 2/28/2030 495,000 491,829 495,619 Schweitzer-Mauduit International, Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 4/20/2028 1,297,546 1,293,746 1,294,302 Scientific Games Holdings LP Hotel, Gaming & Leisure Term Loan B Loan 3M USD SOFR+ 3.25 % 0.50 % 8.56 % 4/4/2029 492,500 491,755 493,618 Sedgwick Claims Management Services, Inc. Services: Business Term Loan B 2/23 Loan 1M USD SOFR+ 3.75 % 0.00 % 9.08 % 2/17/2028 990,000 982,275 994,584 SETANTA AIRCRAFT LEASING DAC Aerospace & Defense Term Loan B (05/24) Loan 3M USD SOFR+ 1.75 % 0.00 % 7.07 % 11/5/2028 500,000 499,260 501,615 67 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Sitel Worldwide Corporation Services: Business USD Term Loan (7/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 8/28/2028 1,950,000 1,944,692 1,529,405 SiteOne Landscape Supply, LLC Services: Business Term Loan (3/21) Loan 1M USD SOFR+ 2.00 % 0.50 % 7.44 % 3/18/2028 1,264,119 1,259,183 1,270,440 SMG US Midco 2, Inc. Services: Business Term Loan (01/20) Loan 6M USD SOFR+ 2.50 % 0.00 % 8.24 % 1/23/2025 478,750 478,750 478,602 Smyrna Ready Mix Concrete, LLC Construction & Building Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.82 % 4/1/2029 512,932 509,730 516,138 Sotheby's Services: Business Term Loan (7/21) Loan 3M USD SOFR+ 4.50 % 0.50 % 10.09 % 1/15/2027 3,182,833 3,154,509 2,983,906 Sparta U.S. HoldCo LLC Chemicals, Plastics, & Rubber Term Loan (04/21) Loan 1M USD SOFR+ 3.50 % 0.75 % 8.93 % 8/2/2028 1,955,000 1,949,188 1,960,943 Specialty Pharma III Inc. Services: Business Term Loan Loan 1M USD SOFR+ 4.25 % 0.75 % 9.68 % 3/31/2028 1,950,000 1,938,805 1,891,500 Spin Holdco, Inc. Services: Consumer Term Loan 3/21 Loan 3M USD SOFR+ 4.00 % 0.75 % 9.59 % 3/4/2028 2,910,000 2,900,294 2,498,963 SRAM, LLC Consumer goods: Durable Term Loan (05/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 5/12/2028 2,396,364 2,394,431 2,391,882 STANDARD INDUSTRIES INC. Construction & Building Term Loan B Loan 1M USD SOFR+ 2.25 % 0.50 % 7.69 % 9/22/2028 617,750 614,049 619,115 Staples, Inc. Wholesale Term Loan (03/19) Loan 1M USD SOFR+ 5.00 % 0.00 % 10.43 % 4/16/2026 4,284,976 4,224,044 4,242,554 Star Parent, Inc. Services: Business Term Loan B (09/23) Loan 3M USD SOFR+ 4.00 % 0.00 % 9.31 % 9/30/2030 1,250,000 1,232,700 1,250,163 Storable, Inc High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 4/17/2028 488,750 488,366 489,728 Superannuation & Investments US LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 12/1/2028 977,500 971,012 977,256 SupplyOne, Inc Wholesale Term Loan B (03/24) Loan 1M USD SOFR+ 4.25 % 0.00 % 9.58 % 3/27/2031 500,000 495,096 504,585 Sweetwater Borrower, LLC Retail Term Loan (8/21) Loan 1M USD SOFR+ 4.25 % 0.75 % 9.69 % 8/2/2028 2,191,005 2,116,045 2,195,562 Syncsort Incorporated High Tech Industries Term Loan B (10/21) Loan 3M USD SOFR+ 4.25 % 0.75 % 9.84 % 4/24/2028 2,438,722 2,438,116 2,420,041 Ta TT Buyer LLC Media: Broadcasting & Subscription Term Loan 3/22 Loan 3M USD SOFR+ 5.25 % 0.50 % 10.55 % 4/2/2029 984,957 977,257 984,957 68 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Tenable Holdings, Inc. Services: Business Term Loan B (6/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 7/7/2028 977,500 976,300 977,500 Teneo Holdings LLC Banking, Finance, Insurance & Real Estate Term Loan B (03/24) Loan 1M USD SOFR+ 4.75 % 1.00 % 10.08 % 3/13/2031 3,500,000 3,465,508 3,526,250 Ten-X, LLC Banking, Finance, Insurance & Real Estate Term Loan 5/23 Loan 1M USD SOFR+ 6.00 % 0.00 % 11.33 % 5/25/2028 1,875,000 1,875,000 1,802,344 The Dun & Bradstreet Corporation Services: Business Term Loan (01/24) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.07 % 1/18/2029 1,148,788 1,147,353 1,151,821 Thor Industries, Inc. Automotive Term Loan B2 Loan 1M USD SOFR+ 2.75 % 0.00 % 8.07 % 11/15/2030 658,992 652,965 662,564 TIBCO Software Inc High Tech Industries Term Loan (3/24) Loan 3M USD SOFR+ 4.50 % 0.50 % 9.93 % 3/24/2031 500,000 499,375 502,500 Torrid LLC Wholesale Term Loan 5/21 Loan 6M USD SOFR+ 5.50 % 0.75 % 11.11 % 6/14/2028 3,246,912 2,862,514 2,801,826 TORY BURCH LLC Retail Term Loan Loan 1M USD SOFR+ 3.25 % 0.50 % 8.69 % 4/15/2028 2,302,165 2,175,006 2,304,628 Tosca Services, LLC Containers, Packaging & Glass Term Loan (2/21) Loan 3M USD SOFR+ 3.50 % 0.75 % 9.09 % 8/18/2027 483,750 480,153 430,020 Trans Union LLC Banking, Finance, Insurance & Real Estate Term Loan B7 (02/24) Loan 1M USD SOFR+ 2.00 % 0.50 % 7.33 % 12/1/2028 609,032 608,222 610,902 TRITON WATER HOLDINGS, INC. Beverage, Food & Tobacco Term Loan (03/21) Loan 3M USD SOFR+ 3.25 % 0.50 % 8.81 % 3/31/2028 1,458,754 1,454,375 1,455,939 Tronox Finance LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 3/10/2028 346,923 346,562 348,224 Tronox Finance LLC Chemicals, Plastics, & Rubber Term Loan B (04/24) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.08 % 4/4/2029 1,995,000 1,977,441 2,003,239 TruGreen Limited Partnership Services: Consumer Term Loan Loan 1M USD SOFR+ 4.00 % 0.75 % 9.43 % 10/29/2027 942,326 938,594 885,786 Uber Technologies, Inc. Transportation: Consumer Term Loan 2/23 Loan 3M USD SOFR+ 2.75 % 0.00 % 8.08 % 3/3/2030 394,188 393,320 396,652 Ultra Clean Holdings, Inc. High Tech Industries Term loan (03/24) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.83 % 2/25/2028 1,257,230 1,253,647 1,265,088 Unimin Corporation Metals & Mining Term Loan (12/20) Loan 3M USD SOFR+ 4.00 % 1.00 % 9.57 % 7/31/2026 496,815 483,060 493,834 Univision Communications Inc. Media: Broadcasting & Subscription Term Loan B (6/21) Loan 1M USD SOFR+ 3.25 % 0.75 % 8.69 % 3/15/2026 2,415,600 2,412,716 2,414,996 69 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Univision Communications Inc. Media: Broadcasting & Subscription Term Loan B (6/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.56 % 6/25/2029 245,625 239,831 245,441 Vaco Holdings, LLC Services: Business Term Loan (01/22) Loan 6M USD SOFR+ 5.00 % 0.75 % 10.43 % 1/19/2029 2,312,637 2,257,185 2,305,422 Vericast Corp. (c) Media: Advertising, Printing & Publishing Term Loan (12/23) Loan 3M USD SOFR+ 7.75 % 0.00 % 13.32 % 6/16/2026 1,216,065 1,215,327 1,224,176 Verifone Systems, Inc. Banking, Finance, Insurance & Real Estate Term Loan (7/18) Loan 3M USD SOFR+ 4.00 % 0.00 % 9.60 % 8/20/2025 1,350,172 1,348,518 1,156,652 Vertex Aerospace Services Corp Aerospace & Defense Term Loan (10/21) Loan 1M USD SOFR+ 2.75 % 0.75 % 8.08 % 12/6/2030 980,075 977,321 983,143 VFH Parent LLC Banking, Finance, Insurance & Real Estate Term Loan (01/22) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 1/12/2029 2,975,130 2,971,218 2,977,926 Viasat Inc Telecommunications Term Loan (2/22) Loan 1M USD SOFR+ 4.50 % 0.50 % 9.83 % 3/5/2029 2,959,849 2,904,035 2,711,962 Virtus Investment Partners, Inc. Banking, Finance, Insurance & Real Estate Term Loan B (9/21) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.69 % 9/28/2028 2,761,364 2,756,082 2,757,912 Vistra Operations Company LLC Energy: Electricity 2018 Incremental Term Loan Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 12/20/2030 1,884,669 1,876,723 1,890,719 Vizient, Inc Healthcare & Pharmaceuticals Term Loan 4/22 Loan 1M USD SOFR+ 2.25 % 0.50 % 7.68 % 5/16/2029 491,250 487,578 493,441 VM Consolidated, Inc. Construction & Building Term Loan B (01/24) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.08 % 3/24/2028 1,835,482 1,834,853 1,848,477 Vouvray US Finance LLC High Tech Industries Term Loan Loan 1M USD SOFR+ 6.00 % 1.00 % 11.33 % 9/30/2025 465,000 465,000 477,206 Walker & Dunlop, Inc. Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 2.25 % 0.50 % 7.68 % 12/15/2028 495,000 487,053 495,619 Warner Music Group Corp. (WMG Acquisition Corp.) Hotel, Gaming & Leisure First Lien TL I (01/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 1/24/2031 1,250,000 1,249,971 1,252,775 Watlow Electric Manufacturing Company High Tech Industries Term Loan B Loan 3M USD SOFR+ 3.75 % 0.50 % 9.34 % 3/2/2028 2,791,322 2,782,487 2,794,225 WeddingWire, Inc. Services: Consumer Term Loan (09/23) Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 1/29/2028 4,808,923 4,807,138 4,820,946 70 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments May 31, 2024 (unaudited) Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value WEX Inc. Services: Business Term Loan Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 4/1/2028 2,917,330 2,911,409 2,926,199 WildBrain Ltd. Media: Diversified & Production Term Loan Loan 1M USD SOFR+ 4.25 % 0.75 % 9.69 % 3/27/2028 2,997,300 2,947,371 2,897,400 Windsor Holdings III, LLC Chemicals, Plastics, & Rubber Windsor Holdings III TL Loan 1M USD SOFR+ 4.00 % 0.00 % 9.32 % 8/1/2030 498,750 498,750 503,947 Wyndham Hotels & Resorts, Inc. Hotel, Gaming & Leisure Term Loan (05/24) Loan 1M USD SOFR+ 1.75 % 0.00 % 7.17 % 5/24/2030 992,500 988,251 993,989 Xperi Corporation High Tech Industries Term Loan B (05/24) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.32 % 6/8/2028 1,947,945 1,945,147 1,948,763 Zayo Group, LLC Telecommunications Term Loan 4/22 Loan 1M USD SOFR+ 4.25 % 0.50 % 9.65 % 3/9/2027 980,000 964,355 856,628 ZEBRA BUYER (Allspring) LLC Banking, Finance, Insurance & Real Estate Term Loan 4/21 Loan 3M USD SOFR+ 3.25 % 0.50 % 8.82 % 11/1/2028 1,861,760 1,853,650 1,856,230 Zekelman Industries, Inc. Metals & Mining Term Loan B (03/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.57 % 1/24/2031 1,454,029 1,452,837 1,455,061 Zest Acquisition Corp. Healthcare & Pharmaceuticals Term Loan (1/23) Loan 3M USD SOFR+ 5.50 % 0.00 % 10.83 % 2/8/2028 1,975,000 1,897,489 1,937,969 Zodiac Pool Solutions Consumer goods: Durable Term Loan (1/22) Loan 1M USD SOFR+ 1.93 % 0.50 % 7.35 % 1/29/2029 488,750 488,112 489,226 TOTAL INVESTMENTS $ 606,745,959 $ 586,244,974 Number of Shares Cost Fair Value Cash and cash equivalents U.S. Bank Money Market (a) 26,949,110 $ 26,949,110 $ 26,949,110 Total cash and cash equivalents 26,949,110 $ 26,949,110 $ 26,949,110 (a) Included within cash and cash equivalents in Saratoga CLO's Statements of Assets and Liabilities as of May 31, 2024. (b) As of May 31, 2024, the investment was in default and on non-accrual status. (c) Investments include Payment-in-Kind Interest. LIBOR - London Interbank Offered Rate SOFR - Secured Overnight Financing Rate 1M USD LIBOR - The 1-month USD LIBOR rate as of May 31, 2024 was 5.44%. 3M USD LIBOR - The 3-month USD LIBOR rate as of May 31, 2024 was 5.60%. 1M SOFR - The 1-month SOFR rate as of May 31, 2024 was 5.33%. 3M SOFR - The 3-month SOFR rate as of May 31, 2024 was 5.34%. 6M SOFR - The 6-month SOFR rate as of May 31, 2024 was 5.31%. Prime - The Prime Rate as of May 31, 2024 was 8.50%. See accompanying notes to financial statements. 71 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Altisource Solutions S.a r.l. Banking, Finance, Insurance & Real Estate Common Stock Equity 15,981 $ - $ 44,587 Envision Parent Inc Healthcare & Pharmaceuticals Common Stock Equity 92,837 - - Envision Parent Inc Healthcare & Pharmaceuticals Warrants Equity 4,410 175,000 42,998 Isagenix International, LLC Beverage, Food & Tobacco Common Stock Equity 86,398 - - Resolute Investment Managers (American Beacon), Inc. Banking, Finance, Insurance & Real Estate Common Stock Equity 24,320 1,034,581 468,000 URS TOPCO LLC Transportation: Cargo Common Stock Equity 25,330 440,405 465,000 1011778 B.C Unltd Liability Co Beverage, Food & Tobacco Term Loan B (09/23) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 9/12/2030 $ 1,447,500 1,427,292 1,440,002 19TH HOLDINGS GOLF, LLC Consumer goods: Durable Term Loan Loan 1M USD SOFR+ 3.25 % 0.50 % 8.67 % 2/7/2029 2,473,646 2,383,742 2,416,950 888 Acquisitions Limited Hotel, Gaming & Leisure Term Loan B Loan 6M USD SOFR+ 5.25 % 0.00 % 10.82 % 7/8/2028 2,472,826 2,173,473 2,418,745 Adtalem Global Education Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 3.50 % 0.75 % 8.83 % 8/12/2028 582,329 578,482 583,423 Aegis Sciences Corporation Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 5.50 % 1.00 % 11.08 % 5/9/2025 2,308,370 2,303,734 2,206,410 Agiliti Health Inc. Healthcare & Pharmaceuticals Term Loan B (03/23) Loan 3M USD SOFR+ 3.00 % 0.00 % 8.33 % 5/1/2030 1,674,704 1,662,945 1,668,424 AHEAD DB Holdings, LLC Services: Business Term Loan (04/21) Loan 3M USD SOFR+ 3.75 % 0.75 % 9.20 % 10/18/2027 2,925,000 2,856,780 2,914,031 Air Canada Transportation: Consumer Term Loan B (07/21) Loan 1M USD SOFR+ 3.50 % 0.75 % 8.93 % 8/11/2028 1,970,000 1,853,394 1,970,276 AIS HoldCo, LLC Services: Business Term Loan Loan 3M USD SOFR+ 5.00 % 0.00 % 10.57 % 8/15/2025 4,551,925 4,499,117 4,392,607 AIT Worldwide Logistics Holdings, Inc. Transportation: Cargo Term Loan (04/21) Loan 1M USD SOFR+ 4.75 % 0.75 % 10.17 % 4/6/2028 2,474,684 2,334,728 2,471,590 Alchemy US Holdco 1, LLC Metals & Mining Term Loan Loan 1M USD LIBOR+ 7.32 % 0.00 % 7.42 % 10/10/2025 1,654,803 1,647,646 1,646,943 AlixPartners, LLP Banking, Finance, Insurance & Real Estate Term Loan B (01/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 2/4/2028 243,125 242,907 243,064 Alkermes, Inc. Healthcare & Pharmaceuticals Term Loan B (3/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.93 % 3/12/2026 2,104,577 2,095,205 2,101,947 Allen Media, LLC Media: Diversified & Production Term Loan (7/21) Loan 3M USD SOFR+ 5.50 % 0.00 % 11.00 % 2/10/2027 4,349,069 4,329,175 3,803,870 Alliant Holdings Intermediate, LLC Banking, Finance, Insurance & Real Estate Term Loan (12/23) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.82 % 11/6/2030 803,044 802,787 803,197 Allied Universal Holdco LLC Services: Business Term Loan 4/21 Loan 1M USD SOFR+ 3.75 % 0.50 % 9.18 % 5/12/2028 1,955,000 1,948,856 1,945,948 Alterra Mountain Company (Intrawest Resort Holdings) Hotel, Gaming & Leisure Term Loan B Add-on Loan 1M USD SOFR+ 3.75 % 0.00 % 9.07 % 5/31/2030 250,000 250,000 250,000 Altisource Solutions S.a r.l. (c) Banking, Finance, Insurance & Real Estate Term Loan B (03/18) Loan 3M USD SOFR+ 5.00 % 1.00 % 10.45 % 4/30/2025 1,110,821 1,110,656 877,549 72 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Altium Packaging LLC Containers, Packaging & Glass Term Loan (01/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 1/29/2028 486,250 484,910 483,819 Amer Sports Oyj (MASCOT BIDCO OY) Consumer goods: Durable USD Term Loan B (01/24) Loan 3M USD SOFR+ 3.25 % 0.00 % 8.58 % 2/7/2031 500,000 497,525 499,375 American Axle & Manufacturing Inc. Automotive Term Loan (12/22) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.92 % 12/13/2029 480,000 467,515 479,798 American Greetings Corporation Media: Advertising, Printing & Publishing Term Loan (01/23) Loan 1M USD SOFR+ 6.00 % 1.00 % 11.33 % 4/5/2028 2,982,733 2,981,076 2,983,478 American Trailer World Corp Automotive Term Loan Loan 1M USD SOFR+ 3.75 % 0.75 % 9.18 % 3/3/2028 1,357,439 1,355,695 1,323,788 AmWINS Group, LLC Banking, Finance, Insurance & Real Estate Term Loan 2/21 Loan 1M USD SOFR+ 2.25 % 0.75 % 7.69 % 2/17/2028 1,940,029 1,924,089 1,930,484 Anastasia Parent LLC Consumer goods: Non-durable Term Loan Loan 3M USD SOFR+ 3.75 % 0.00 % 9.36 % 8/11/2025 947,500 946,257 681,859 Anchor Packaging, LLC Containers, Packaging & Glass Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.93 % 7/18/2026 1,959,296 1,939,016 1,955,632 ANI Pharmaceuticals, Inc. Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 6.00 % 0.75 % 11.44 % 11/19/2027 2,940,000 2,901,304 2,940,000 AP Core Holdings II LLC High Tech Industries Term Loan B1 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.94 % 9/1/2027 1,775,000 1,757,513 1,734,317 AP Core Holdings II LLC High Tech Industries Term Loan B2 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.94 % 9/1/2027 500,000 495,081 487,320 APEX GROUP TREASURY LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 3M USD SOFR+ 5.00 % 0.50 % 10.32 % 7/26/2028 495,000 468,246 494,381 Apollo Commercial Real Estate Finance, Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 5/15/2026 2,908,629 2,890,508 2,857,728 Apollo Commercial Real Estate Finance, Inc. Banking, Finance, Insurance & Real Estate Term Loan B1 (2/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 3/6/2028 972,500 966,275 943,325 AppLovin Corporation High Tech Industries Term Loan (10/21) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 10/21/2028 1,473,750 1,471,272 1,474,207 AppLovin Corporation High Tech Industries Term Loan (08/23) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 8/15/2030 969,617 969,617 970,374 AqGen Ascensus, Inc. Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 8/2/2028 500,000 496,312 496,375 Aramark Services, Inc. Services: Consumer Term Loan B (4/21) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 4/1/2028 1,753,715 1,748,558 1,750,436 73 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Aramark Services, Inc. Services: Consumer Term Loan Loan 1M USD SOFR+ 1.75 % 0.00 % 7.19 % 1/15/2027 2,331,250 2,292,785 2,324,699 ARC FALCON I INC. Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 9/23/2028 981,274 978,810 972,550 Arches Buyer Inc. Services: Consumer Term Loan B Loan 1M USD SOFR+ 3.25 % 0.50 % 8.68 % 12/6/2027 1,469,697 1,463,299 1,405,398 ARCIS GOLF LLC Services: Consumer Term Loan B Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 11/24/2028 497,980 493,335 498,602 Aretec Group, Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 4.50 % 0.00 % 9.93 % 8/9/2030 2,642,718 2,627,451 2,651,650 Aspire Bakeries Holdings, LLC Beverage, Food & Tobacco Term loan Loan 1M USD SOFR+ 4.25 % 0.00 % 9.57 % 12/13/2030 900,000 891,160 900,000 Asplundh Tree Expert, LLC Services: Business Term Loan 2/21 Loan 1M USD SOFR+ 1.75 % 0.00 % 7.18 % 9/7/2027 967,500 965,030 966,068 AssuredPartners Capital, Inc. Banking, Finance, Insurance & Real Estate Term Loan B (2/20) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.94 % 2/12/2027 979,592 977,377 979,866 Assuredpartners Inc. Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 2/12/2027 491,250 490,654 491,250 Assuredpartners Inc. Banking, Finance, Insurance & Real Estate Incremental Term Loan (7/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 2/12/2027 975,000 975,000 975,000 Asurion, LLC Banking, Finance, Insurance & Real Estate Term Loan B10 Loan 1M USD SOFR+ 4.00 % 0.00 % 9.43 % 8/19/2028 1,975,000 1,895,414 1,957,719 Asurion, LLC Banking, Finance, Insurance & Real Estate Term Loan B8 Loan 1M USD SOFR+ 3.25 % 0.00 % 8.69 % 12/18/2026 2,934,604 2,928,879 2,915,442 ATHENAHEALTH GROUP INC. Healthcare & Pharmaceuticals Term Loan B (2/22) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.58 % 2/15/2029 1,317,171 1,313,077 1,304,619 Avolon TLB Borrower 1 (US) LLC Capital Equipment Term Loan B6 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.32 % 6/22/2028 1,483,750 1,429,872 1,483,038 Axalta Coating Systems US Holdings Chemicals, Plastics, & Rubber Term Loan B (08/23) Loan 3M USD SOFR+ 2.50 % 0.50 % 7.85 % 12/20/2029 867,888 860,595 868,183 AZURITY PHARMACEUTICALS, INC. Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 6.62 % 0.75 % 12.06 % 9/20/2027 450,000 440,909 445,500 B&G Foods, Inc. Beverage, Food & Tobacco Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.83 % 10/10/2026 556,042 553,804 553,540 BAKELITE UK INTERMEDIATE LTD. Chemicals, Plastics, & Rubber Term Loan Loan 3M USD SOFR+ 4.00 % 0.50 % 9.50 % 5/29/2029 985,000 981,238 980,075 Baldwin Risk Partners, LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 10/14/2027 1,960,048 1,946,212 1,946,171 Barnes Group Inc. Aerospace & Defense Term Loan B Loan 1M USD SOFR+ 3.00 % 0.00 % 8.43 % 8/9/2030 249,375 247,649 249,500 Bausch Health Companies Inc. Healthcare & Pharmaceuticals Term Loan B (1/22) Loan 1M USD SOFR+ 5.25 % 0.50 % 10.67 % 2/1/2027 1,850,000 1,710,365 1,465,552 Belfor Holdings Inc. Services: Consumer Term Loan B-1 (11/23) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.08 % 10/25/2030 1,600,000 1,584,928 1,602,000 74 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Belron Finance US LLC Automotive Term Loan B Loan 3M USD SOFR+ 2.00 % 0.50 % 7.58 % 4/13/2028 1,945,000 1,945,000 1,943,172 Belron Finance US LLC Automotive Term Loan B Loan 3M USD SOFR+ 2.25 % 0.50 % 7.66 % 4/18/2029 248,750 248,750 248,544 Bengal Debt Merger Sub LLC Beverage, Food & Tobacco Term Loan Loan 3M USD SOFR+ 3.25 % 0.50 % 8.70 % 1/24/2029 1,970,000 1,969,251 1,852,785 Blackstone Mortgage Trust, Inc. Banking, Finance, Insurance & Real Estate Term Loan (6/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 4/23/2026 1,450,228 1,444,650 1,439,352 Blackstone Mortgage Trust, Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 2.25 % 0.00 % 7.69 % 4/23/2026 969,620 966,168 962,348 Blue Tree Holdings, Inc. Chemicals, Plastics, & Rubber Term Loan (2/21) Loan 3M USD SOFR+ 2.50 % 0.00 % 8.11 % 3/4/2028 972,500 971,083 967,229 Bombardier Recreational Products, Inc. Consumer goods: Durable Term Loan Loan 1M USD SOFR+ 2.75 % 0.00 % 8.08 % 1/22/2031 1,440,189 1,436,033 1,437,942 Bombardier Recreational Products, Inc. Consumer goods: Durable Term Loan B3 Loan 1M USD SOFR+ 2.75 % 0.50 % 8.18 % 12/13/2029 493,769 482,991 493,833 Boost Newco Borrower, LLC (Worldpay) Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD SOFR+ 3.00 % 0.50 % 8.33 % 1/31/2031 500,000 497,629 501,460 Boxer Parent Company, Inc. High Tech Industries Term Loan USD (11/23) Loan 1M USD SOFR+ 4.25 % 0.00 % 9.58 % 12/29/2028 1,012,255 1,007,334 1,015,018 BrightSpring Health Services (Phoenix Guarantor) Healthcare & Pharmaceuticals Term Loan (02/24) Loan 1M USD SOFR+ 3.25 % 0.00 % 8.58 % 2/21/2031 972,500 972,500 961,355 BroadStreet Partners, Inc. Banking, Finance, Insurance & Real Estate Term Loan B3 Loan 1M USD SOFR+ 3.00 % 0.00 % 8.44 % 1/22/2027 2,918,464 2,915,588 2,913,007 Brookfield WEC Holdings Inc. Energy: Electricity Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 8.08 % 1/17/2031 1,447,688 1,447,688 1,442,028 BROWN GROUP HOLDING, LLC Aerospace & Defense Term Loan B-2 Loan 1M USD SOFR+ 3.00 % 0.00 % 8.33 % 7/1/2029 493,750 483,706 492,856 Buckeye Partners, L.P. Utilities: Oil & Gas Term Loan B2 Loan 1M USD SOFR+ 2.50 % 0.00 % 7.83 % 11/15/2030 333,333 332,779 333,393 Buckeye Partners, L.P. Utilities: Oil & Gas Term Loan B 3 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 11/1/2026 1,595,639 1,589,524 1,595,910 BW Gas & Convenience Holdings LLC Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 3/31/2028 2,437,500 2,421,791 2,400,938 Callaway Golf Company Retail Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.93 % 3/16/2030 496,250 491,660 496,200 Calpine Corporation Utilities: Electric Term Loan B-10 (01/20) Loan 3M USD LIBOR+ 2.00 % 0.00 % 3.87 % 8/12/2026 2,000,000 1,990,000 1,983,760 Camping World, Inc. Retail Term Loan B (5/21) Loan 1M USD SOFR+ 2.50 % 0.75 % 7.94 % 6/5/2028 2,462,025 2,277,630 2,401,238 CAPSTONE BORROWER INC Services: Business Term Loan (06/23) Loan 3M USD SOFR+ 3.75 % 0.00 % 9.10 % 6/15/2030 998,077 984,312 993,396 CareerBuilder, LLC Services: Business Term Loan B3 Loan 3M USD SOFR+ 6.75 % 0.00 % 12.36 % 7/31/2026 3,930,582 3,912,784 589,587 75 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Castle US Holding Corporation Media: Advertising, Printing & Publishing Term Loan B (USD) Loan 3M USD SOFR+ 3.75 % 0.00 % 9.35 % 1/27/2027 1,946,639 1,939,553 1,354,627 CASTLELAKE AVIATION LLC Aerospace & Defense Term Loan B Loan 3M USD SOFR+ 2.75 % 0.50 % 8.40 % 10/21/2027 990,000 983,747 989,228 Catalent Pharma Solutions, Inc. Healthcare & Pharmaceuticals Term Loan B4 Loan 1M USD SOFR+ 3.00 % 0.50 % 8.32 % 2/22/2028 600,000 595,597 601,500 Catalent Pharma Solutions, Inc. Healthcare & Pharmaceuticals Term Loan B3 (2/21) Loan 1M USD SOFR+ 2.00 % 0.50 % 7.43 % 2/22/2028 598,462 587,525 597,588 CBL & Associates Limited Partnership Retail Term Loan 11/21 Loan 1M USD SOFR+ 2.75 % 1.00 % 8.19 % 11/1/2025 2,464,605 2,167,043 2,214,029 CCC Intelligent Solutions Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 2.25 % 0.50 % 7.69 % 9/16/2028 245,000 244,633 244,030 CCI Buyer, Inc Telecommunications Term Loan Loan 3M USD SOFR+ 4.00 % 0.75 % 9.35 % 12/17/2027 243,125 241,678 241,195 CCRR Parent, Inc. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 4.25 % 0.50 % 9.68 % 3/5/2028 990,000 949,452 920,700 CCRR Parent, Inc. Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 3/5/2028 972,500 969,580 866,741 CCS-CMGC Holdings, Inc. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 5.50 % 0.00 % 10.83 % 9/25/2025 2,375,000 2,368,777 1,863,520 CDK GLOBAL, INC. High Tech Industries Term Loan B (10/23) Loan 3M USD SOFR+ 4.00 % 0.00 % 9.35 % 7/6/2029 992,500 967,482 994,406 Cengage Learning, Inc. Media: Advertising, Printing & Publishing Term Loan B (6/21) Loan 3M USD SOFR+ 4.75 % 1.00 % 10.33 % 7/14/2026 2,932,500 2,917,832 2,930,682 CENTURI GROUP, INC. Construction & Building Term Loan B Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 8/27/2028 868,330 862,415 868,191 CenturyLink, Inc. Telecommunications Term Loan B (1/20) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.69 % 3/15/2027 3,838,165 3,835,627 2,781,480 Charlotte Buyer, Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 5.25 % 0.50 % 10.57 % 2/11/2028 1,485,000 1,404,122 1,487,866 Chemours Company, (The) Chemicals, Plastics, & Rubber Term Loan B2 Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 8/10/2028 2,393,717 2,355,365 2,345,842 Churchill Downs Incorporated Hotel, Gaming & Leisure Term Loan B1 (3/21) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.43 % 3/17/2028 486,250 485,591 485,642 CIMPRESS PUBLIC LIMITED COMPANY Media: Advertising, Printing & Publishing USD Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 5/17/2028 1,959,849 1,885,810 1,951,676 CITADEL SECURITIES LP Banking, Finance, Insurance & Real Estate Term Loan B (01/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 7/29/2030 4,863,365 4,862,868 4,857,286 Citco Funding LLC Banking, Finance, Insurance & Real Estate Term Loa 1st Lien Incremental Loan 3M USD SOFR+ 3.25 % 0.50 % 8.57 % 4/27/2028 997,500 992,828 997,919 Clarios Global LP Automotive Term Loan (12/23) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.33 % 5/6/2030 1,197,000 1,191,616 1,196,629 Claros Mortgage Trust, Inc Banking, Finance, Insurance & Real Estate Term Loan B-1 (11/21) Loan 1M USD SOFR+ 4.50 % 0.50 % 9.92 % 8/9/2026 3,404,430 3,390,583 3,132,076 CLYDESDALE ACQUISITION HOLDINGS, INC. Containers, Packaging & Glass Term Loan B Loan 1M USD SOFR+ 3.68 % 0.50 % 9.10 % 4/13/2029 1,477,500 1,448,088 1,475,343 Columbus McKinnon Corporation Capital Equipment Term Loan (4/21) Loan 3M USD SOFR+ 2.75 % 0.50 % 8.39 % 5/14/2028 406,951 406,326 407,207 76 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Conduent, Inc. Services: Business Term Loan B Loan 1M USD SOFR+ 4.25 % 0.50 % 9.69 % 10/16/2028 2,762,330 2,701,073 2,702,470 Connect Finco SARL Telecommunications Term Loan (1/21) Loan 1M USD SOFR+ 3.50 % 1.00 % 8.83 % 12/11/2026 2,887,500 2,809,993 2,882,678 Consolidated Communications, Inc. Telecommunications Term Loan B Loan 1M USD SOFR+ 3.50 % 0.75 % 8.94 % 10/2/2027 2,714,005 2,553,865 2,544,379 CORAL-US CO-BORROWER LLC Telecommunications Term Loan B-5 Loan 1M USD SOFR+ 2.25 % 0.00 % 7.68 % 1/31/2028 4,000,000 3,990,860 3,950,000 Corelogic, Inc. Services: Business Term Loan (4/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 6/2/2028 2,443,750 2,436,006 2,372,344 Cortes NP Acquisition Corp (Vertiv) Capital Equipment Term Loan B (12/23) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 3/2/2027 1,940,138 1,940,138 1,941,903 Creative Artists Agency, LLC Media: Diversified & Production Term Loan B (02/23) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.83 % 11/27/2028 1,588,004 1,577,748 1,588,449 CROCS INC Consumer goods: Durable Term Loan B (01/24) Loan 1M USD SOFR+ 2.25 % 0.50 % 7.58 % 2/19/2029 1,230,000 1,190,854 1,230,923 Cross Financial Corp Banking, Finance, Insurance & Real Estate Term Loan B2 Loan 1M USD SOFR+ 3.50 % 0.75 % 8.83 % 9/15/2027 487,500 487,355 486,891 Crown Subsea Communications Holding, Inc. Construction & Building Term Loan B (01/24) Loan 3M USD SOFR+ 4.75 % 0.75 % 10.07 % 1/30/2031 2,400,000 2,376,371 2,409,000 CSC Holdings LLC (Neptune Finco Corp.) Media: Broadcasting & Subscription Term Loan B-5 Loan 1M USD LIBOR+ 2.50 % 0.00 % 7.93 % 4/15/2027 480,000 480,000 448,277 CSC Holdings LLC (Neptune Finco Corp.) Media: Broadcasting & Subscription Term Loan 12/22 Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 4/15/2027 2,376,032 2,368,120 2,307,222 CTC Holdings, LP Banking, Finance, Insurance & Real Estate Term Loan B Loan 3M USD SOFR+ 5.00 % 0.50 % 10.48 % 2/15/2029 2,210,625 2,165,966 2,194,045 CTS Midco, LLC High Tech Industries Term Loan B Loan 3M USD SOFR+ 6.00 % 1.00 % 11.57 % 11/2/2027 1,937,017 1,903,074 1,830,481 Daseke Inc Transportation: Cargo Term Loan 2/21 Loan 1M USD SOFR+ 4.00 % 0.75 % 9.44 % 3/5/2028 1,162,500 1,159,080 1,162,860 Dave & Buster’s Inc. Hotel, Gaming & Leisure Term Loan B (1/24) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.63 % 6/29/2029 990,019 949,041 990,791 DCert Buyer, Inc. High Tech Industries Term Loan Loan 1M USD SOFR+ 4.00 % 0.00 % 9.33 % 10/16/2026 1,454,660 1,454,660 1,442,426 Delek US Holdings, Inc. Utilities: Oil & Gas Term Loan B (11/22) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 11/16/2029 5,346,000 5,244,974 5,325,952 Delos Aircraft DAC Transportation: Consumer Term Loan B Loan 3M USD SOFR+ 2.00 % 0.00 % 7.35 % 10/31/2027 250,000 250,000 250,438 Delta 2 Lux Sarl Hotel, Gaming & Leisure Term Loan B Loan 3M USD SOFR+ 2.25 % 0.50 % 7.60 % 1/15/2030 2,000,000 1,991,389 1,997,000 Derby Buyer LLC Chemicals, Plastics, & Rubber Term Loan (09/23) Loan 1M USD SOFR+ 4.25 % 0.50 % 9.58 % 11/1/2030 625,000 616,061 625,394 DexKo Global, Inc. (Dragon Merger) Automotive Term Loan (9/21) Loan 3M USD SOFR+ 3.75 % 0.50 % 9.36 % 10/4/2028 982,500 979,722 978,206 77 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value DG Investment Intermediate Holdings 2, Inc. Aerospace & Defense Incremental Term Loan (3/22) Loan 1M USD SOFR+ 4.75 % 0.75 % 10.08 % 3/31/2028 493,750 477,680 492,051 Diamond Sports Group, LLC Media: Broadcasting & Subscription 1st Priority Term Loan Loan 1M USD SOFR+ 10.00 % 1.00 % 15.43 % 5/25/2026 152,224 149,462 146,896 DIRECTV FINANCING, LLC Media: Broadcasting & Subscription Term Loan Loan 3M USD SOFR+ 5.25 % 0.75 % 10.83 % 8/2/2029 3,190,000 3,169,423 3,181,036 DISCOVERY PURCHASER CORPORATION Chemicals, Plastics, & Rubber Term Loan Loan 3M USD SOFR+ 4.38 % 0.50 % 9.71 % 10/4/2029 1,485,028 1,383,712 1,476,207 Dispatch Acquisition Holdings, LLC Environmental Industries Term Loan B (3/21) Loan 3M USD SOFR+ 4.25 % 0.75 % 9.75 % 3/25/2028 487,500 484,443 452,463 DOMTAR CORPORATION Forest Products & Paper Term Loan 9/21 Loan 1M USD SOFR+ 5.50 % 0.75 % 10.94 % 11/30/2028 3,243,968 3,187,785 3,163,874 DOTDASH MEREDITH, INC. Media: Advertising, Printing & Publishing Term Loan B Loan 1M USD SOFR+ 4.00 % 0.50 % 9.43 % 11/30/2028 1,974,747 1,809,468 1,955,000 DRI HOLDING INC. Media: Advertising, Printing & Publishing Term Loan (12/21) Loan 1M USD SOFR+ 5.25 % 0.50 % 10.68 % 12/15/2028 3,932,462 3,808,999 3,605,596 DRW Holdings, LLC Banking, Finance, Insurance & Real Estate Term Loan (2/21) Loan 1M USD SOFR+ 3.75 % 0.00 % 9.19 % 3/1/2028 6,370,000 6,338,820 6,354,075 DTZ U.S. Borrower, LLC Construction & Building Term Loan Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 8/21/2025 198,929 198,685 198,432 DTZ U.S. Borrower, LLC Construction & Building Term Loan (01/23) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.68 % 1/31/2030 2,024,241 2,022,091 1,999,788 DTZ U.S. Borrower, LLC Construction & Building Term Loan (08/23) Loan 1M USD SOFR+ 4.00 % 0.50 % 9.33 % 1/31/2030 1,100,000 1,074,202 1,097,250 EAB Global, Inc. Services: Business Term Loan (08/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 8/16/2028 980,000 976,771 977,344 Echo Global Logistics, Inc. Services: Business Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 11/23/2028 1,965,000 1,962,209 1,926,761 Edelman Financial Group Inc., The Banking, Finance, Insurance & Real Estate Term Loan B (3/21) Loan 1M USD SOFR+ 3.50 % 0.75 % 8.94 % 4/7/2028 2,166,328 2,161,731 2,158,616 Electrical Components Inter., Inc. Capital Equipment Term Loan (6/18) Loan 1M USD SOFR+ 4.25 % 0.00 % 9.68 % 6/26/2025 1,868,421 1,868,421 1,861,415 ELECTRON BIDCO INC. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 3.00 % 0.50 % 8.44 % 11/1/2028 491,250 489,769 490,253 ELO Touch Solutions, Inc. Media: Diversified & Production Term Loan (12/18) Loan 1M USD SOFR+ 6.50 % 0.00 % 11.94 % 12/14/2025 2,522,373 2,488,308 2,485,798 Embecta Corp Healthcare & Pharmaceuticals Term Loan B Loan 1M USD SOFR+ 3.00 % 0.50 % 8.33 % 3/30/2029 2,598,596 2,581,552 2,366,360 Emerson Climate Technologies Inc Services: Business Term Loan B (04/23) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.79 % 5/31/2030 1,000,000 995,376 997,250 Endo Luxembourg Finance Company I S.a.r.l. Healthcare & Pharmaceuticals Term Loan (3/21) Loan Prime 6.00 % 0.75 % 14.50 % 3/27/2028 2,335,285 2,330,451 1,522,606 Endure Digital, Inc. High Tech Industries Term Loan B Loan 6M USD SOFR+ 3.50 % 0.75 % 9.42 % 2/10/2028 2,437,500 2,430,093 2,380,048 78 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Entain Holdings (Gibraltar) Limited Hotel, Gaming & Leisure Term Loan B (10/22) Loan 3M USD SOFR+ 3.50 % 0.50 % 8.95 % 10/30/2029 1,487,496 1,472,128 1,489,355 EOS U.S. FINCO LLC Transportation: Cargo Term Loan Loan 3M USD SOFR+ 5.75 % 0.50 % 11.10 % 10/6/2029 975,000 908,088 871,104 Equiniti Group PLC Services: Business Term Loan B Loan 6M USD SOFR+ 4.50 % 0.50 % 9.93 % 12/11/2028 980,000 973,017 981,470 Evertec Group LLC Banking, Finance, Insurance & Real Estate Term Loan B (09/23) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 10/30/2030 1,125,000 1,108,675 1,123,594 EyeCare Partners, LLC Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 3.75 % 0.00 % 9.39 % 2/18/2027 - 1,951 - Fiesta Purchaser, Inc. Beverage, Food & Tobacco First Lien TLB Loan 1M USD SOFR+ 4.00 % 0.00 % 9.32 % 2/12/2031 500,000 495,088 499,315 Finco I LLC Banking, Finance, Insurance & Real Estate Term Loan B (08/23) Loan 3M USD SOFR+ 3.00 % 0.00 % 8.31 % 6/27/2029 2,816,795 2,813,980 2,815,386 First Brands Group, LLC Automotive 1st Lien Term Loan (3/21) Loan 3M USD SOFR+ 5.00 % 1.00 % 10.57 % 3/30/2027 4,862,500 4,816,997 4,868,578 First Eagle Investment Management Banking, Finance, Insurance & Real Estate Refinancing Term Loan Loan 3M USD SOFR+ 2.50 % 0.00 % 7.95 % 2/1/2027 5,091,652 5,082,259 5,068,332 First Student Bidco Inc. Transportation: Consumer Term Loan B Loan 3M USD SOFR+ 3.00 % 0.50 % 8.61 % 7/21/2028 715,360 711,800 709,694 First Student Bidco Inc. Transportation: Consumer Term Loan C Loan 3M USD SOFR+ 3.00 % 0.50 % 8.61 % 7/21/2028 216,966 215,877 215,248 Fitness International, LLC (LA Fitness) Services: Consumer Term Loan B (1/24) Loan 1M USD SOFR+ 5.25 % 1.00 % 10.58 % 2/5/2029 1,200,000 1,164,361 1,165,500 Flutter Financing B.V. Hotel, Gaming & Leisure Third Amendment 2028-B Term Loan Loan 3M USD SOFR+ 3.25 % 0.50 % 8.86 % 7/21/2028 309,759 304,101 310,103 Flutter Financing B.V. Hotel, Gaming & Leisure Term Loan B3 (11/23) Loan 3M USD SOFR+ 2.25 % 0.50 % 7.70 % 11/25/2030 3,000,000 2,992,850 2,984,370 FOCUS FINANCIAL PARTNERS, LLC Banking, Finance, Insurance & Real Estate Term Loan B7 Loan 1M USD SOFR+ 2.75 % 0.50 % 8.08 % 6/30/2028 1,472,388 1,458,275 1,461,345 Franchise Group, Inc. Services: Consumer First Out Term Loan Loan 6M USD SOFR+ 4.75 % 0.75 % 10.36 % 3/10/2026 799,104 795,310 703,211 Franchise Group, Inc. Services: Consumer Term Loan B Loan 3M USD SOFR+ 4.75 % 0.75 % 10.33 % 3/10/2026 2,977,500 2,874,281 2,612,756 Franklin Square Holdings, L.P. Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 2.25 % 0.00 % 7.68 % 8/1/2025 4,263,723 4,255,884 4,258,394 Froneri International (R&R Ice Cream) Beverage, Food & Tobacco Term Loan B-2 Loan 1M USD SOFR+ 2.25 % 0.00 % 7.68 % 1/29/2027 1,930,000 1,928,989 1,928,340 Garrett LX III S.a r.l. Automotive Dollar Term Loan Loan 3M USD SOFR+ 3.25 % 0.50 % 8.82 % 4/30/2028 1,466,250 1,461,820 1,465,634 Gemini HDPE LLC Chemicals, Plastics, & Rubber Term Loan B (12/20) Loan 3M USD SOFR+ 3.00 % 0.50 % 8.57 % 12/31/2027 2,183,488 2,172,849 2,163,466 Genesee & Wyoming, Inc. Transportation: Cargo Term Loan (11/19) Loan 3M USD SOFR+ 2.00 % 0.00 % 7.45 % 12/30/2026 1,443,750 1,440,683 1,443,577 79 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value GGP Inc. Banking, Finance, Insurance & Real Estate Term Loan B Loan 1M USD LIBOR+ 2.50 % 0.00 % 2.96 % 8/27/2025 2,781,634 2,604,347 2,766,864 GIP Pilot Acquisition Partners, L.P. Energy: Oil & Gas Term Loan Loan 3M USD SOFR+ 3.00 % 0.00 % 8.33 % 10/4/2030 500,000 497,577 499,585 Global Tel*Link Corporation Telecommunications Term Loan B Loan 1M USD SOFR+ 4.25 % 0.00 % 9.68 % 11/29/2025 4,846,612 4,750,154 4,708,290 Go Daddy Operating Company, LLC High Tech Industries Term Loan 2/21 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.44 % 8/10/2027 947,411 947,411 946,984 GOLDEN WEST PACKAGING GROUP LLC Forest Products & Paper Term Loan (11/21) Loan 1M USD SOFR+ 5.25 % 0.75 % 10.69 % 12/1/2027 1,875,000 1,862,167 1,556,250 GOTO GROUP, INC. High Tech Industries First Lien Term Loan Loan 1M USD SOFR+ 4.75 % 0.00 % 10.17 % 4/30/2028 1,254,792 730,596 1,198,326 GOTO GROUP, INC. High Tech Industries Second-Out Term Loan (02/24) Loan 1M USD SOFR+ 4.75 % 0.00 % 10.17 % 4/30/2028 1,732,808 1,646,943 1,199,970 Graham Packaging Co Inc Containers, Packaging & Glass Term Loan (2/21) Loan 1M USD SOFR+ 3.00 % 0.75 % 8.44 % 8/7/2027 945,831 942,144 944,554 Great Outdoors Group, LLC Retail Term Loan B2 Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 3/6/2028 970,169 967,400 969,994 Griffon Corporation Consumer goods: Durable Term Loan B Loan 3M USD SOFR+ 2.25 % 0.50 % 7.75 % 1/24/2029 144,063 143,842 143,838 Grosvenor Capital Management Holdings, LLLP Banking, Finance, Insurance & Real Estate Amendment 5 Term Loan Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 2/24/2028 2,807,931 2,806,739 2,807,061 Groupe Solmax Inc. Environmental Industries Term Loan (6/21) Loan 3M USD SOFR+ 4.75 % 0.75 % 10.36 % 5/27/2028 2,473,405 2,125,105 2,402,740 GYP HOLDINGS III CORP. Construction & Building Term Loan (1/24) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 5/12/2030 249,375 248,230 249,375 Harbor Freight Tools USA, Inc. Retail Term Loan B (06/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 10/19/2027 3,344,665 3,330,419 3,319,212 Helix Gen Funding, LLc Energy: Electricity Term Loan Loan 3M USD SOFR+ 4.75 % 1.00 % 10.10 % 12/31/2027 932,597 915,944 933,763 Hertz Corporation (The) Transportation: Consumer Term Loan B Loan 1M USD SOFR+ 3.75 % 0.00 % 9.07 % 6/30/2028 500,000 490,436 481,875 Hillman Group Inc. (The) (New) Consumer goods: Durable Term Loan B-1 (2/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 7/14/2028 3,172,373 3,168,887 3,167,266 Hilton Domestic Operating Company Inc. Hotel, Gaming & Leisure Term Loan B 4 Loan 1M USD SOFR+ 2.00 % 0.00 % 7.42 % 11/8/2030 1,500,000 1,496,471 1,501,020 Hilton Grand Vacations Borrower LLC Hotel, Gaming & Leisure Term Loan (3/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 8/2/2028 497,455 497,455 496,834 Hilton Grand Vacations Borrower LLC Hotel, Gaming & Leisure Term Loan B Loan 1M USD SOFR+ 2.75 % 0.00 % 8.18 % 8/2/2028 500,000 500,000 499,375 HLF Financing SARL (Herbalife) Consumer goods: Non-durable Term Loan B (08/18) Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 8/18/2025 3,116,400 3,113,557 3,044,598 Holley Purchaser, Inc Automotive Term Loan (11/21) Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 11/17/2028 2,254,003 2,247,557 2,188,795 80 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Hudson River Trading LLC Banking, Finance, Insurance & Real Estate Term Loan (3/21) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.44 % 3/17/2028 5,835,000 5,798,864 5,792,171 Hunter Douglas Inc Consumer goods: Durable Term Loan B-1 Loan 3M USD SOFR+ 3.50 % 0.50 % 8.82 % 2/26/2029 2,474,937 2,235,702 2,442,466 Hyperion Refinance S.a.r.l. Banking, Finance, Insurance & Real Estate Term Loan B Loan 3M USD SOFR+ 3.50 % 0.50 % 8.81 % 2/15/2031 3,000,000 2,985,024 2,983,440 Idera, Inc. High Tech Industries Term Loan (02/21) Loan 3M USD SOFR+ 3.75 % 0.75 % 9.21 % 3/2/2028 4,762,143 4,756,197 4,730,379 IMA Financial Group, Inc. Banking, Finance, Insurance & Real Estate Term Loan (10/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 11/1/2028 2,458,728 2,449,919 2,452,581 INDY US BIDCO, LLC Services: Business Term Loan (11/21) Loan 1M USD SOFR+ 3.75 % 0.00 % 9.08 % 3/6/2028 2,193,266 2,192,568 2,119,243 INEOS 226 Ltd. Chemicals, Plastics, & Rubber Term Loan 3/23 Loan 1M USD SOFR+ 3.75 % 0.00 % 9.18 % 3/13/2030 497,500 492,907 490,450 Ineos US Finance LLC Chemicals, Plastics, & Rubber Term Loan C Loan 1M USD SOFR+ 3.50 % 0.00 % 8.93 % 2/18/2030 995,000 985,838 985,259 INEOS US PETROCHEM LLC Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 4.25 % 0.00 % 9.68 % 4/2/2029 2,714,874 2,657,733 2,667,363 Informatica Inc. High Tech Industries Term Loan B (10/21) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 10/27/2028 491,250 491,064 491,250 Ingram Micro Inc. Wholesale Term Loan (09/23) Loan 3M USD SOFR+ 3.00 % 0.50 % 8.61 % 6/30/2028 1,095,000 1,087,525 1,093,631 Inmar, Inc. Services: Business Term Loan (06/23) Loan 1M USD SOFR+ 5.50 % 1.00 % 10.83 % 5/1/2026 3,333,250 3,240,468 3,305,117 Innophos, Inc. Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 3.25 % 0.00 % 8.58 % 2/4/2027 481,250 480,346 475,475 INSTANT BRANDS HOLDINGS INC. Consumer goods: Durable Instant Brands TL Loan Prime 4.00 % 0.75 % 14.50 % 4/7/2028 10,085 10,085 10,085 INSTANT BRANDS HOLDINGS INC. (b) Consumer goods: Durable Term Loan 4/21 Loan Prime 4.00 % 0.75 % 14.50 % 4/7/2028 3,942,576 3,929,234 256,267 INSTANT BRANDS HOLDINGS INC. (c) Consumer goods: Durable PIK DIP Term Loan Loan 1M USD SOFR+ 3.00 % 1.00 % 15.45 % 1/31/2024 1,523,653 1,523,115 1,557,935 IRB Holding Corporation Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 2.75 % 0.75 % 8.18 % 12/15/2027 494,962 490,830 494,101 Isagenix International, LLC (c) Beverage, Food & Tobacco Term Loan Loan 6M USD SOFR+ 2.50 % 0.00 % 2.50 % 4/13/2028 1,258,790 838,779 1,082,559 81 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Isolved Inc. Services: Business Term Loan Loan 6M USD SOFR+ 4.00 % 0.50 % 9.48 % 10/5/2030 625,000 618,886 626,563 Jane Street Group Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 1/26/2028 3,880,000 3,878,565 3,869,602 Journey Personal Care Corp. Consumer goods: Non-durable Term Loan B Loan 1M USD SOFR+ 4.25 % 0.75 % 9.69 % 3/1/2028 2,925,000 2,876,836 2,850,647 JP Intermediate B, LLC Consumer goods: Non-durable Term Loan 7/23 Loan 3M USD SOFR+ 5.50 % 1.00 % 11.07 % 11/20/2027 3,456,884 3,442,560 276,551 Kleopatra Finco S.a r.l. Containers, Packaging & Glass Term Loan (1/21) (USD) Loan 6M USD SOFR+ 4.73 % 0.50 % 10.27 % 2/12/2026 1,458,750 1,456,824 1,400,400 Kodiak BP, LLC Construction & Building Term Loan Loan 3M USD SOFR+ 3.25 % 0.75 % 8.86 % 3/13/2028 486,159 485,291 485,211 Koppers Inc Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 4/10/2030 995,006 967,558 998,121 KREF Holdings X LLC Banking, Finance, Insurance & Real Estate Term Loan (11/21) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 9/1/2027 486,325 479,475 464,440 Lakeland Tours, LLC (c) Hotel, Gaming & Leisure Holdco Fixed Term Loan Loan Fixed 0.00 % 0.00 % 8.00 % 9/27/2027 1,127,568 568,253 761,108 Lealand Finance Company B.V. (c) Energy: Oil & Gas Exit Term Loan Loan 1M USD SOFR+ 1.00 % 0.00 % 6.44 % 6/30/2025 355,751 355,751 138,149 LHS BORROWER, LLC Construction & Building Term Loan (02/22) Loan 1M USD SOFR+ 4.75 % 0.50 % 10.18 % 2/16/2029 2,475,771 2,084,045 2,310,216 Lifetime Brands, Inc Consumer goods: Non-durable Term Loan Loan 1M USD SOFR+ 5.50 % 1.00 % 10.94 % 8/26/2027 1,659,313 1,653,207 1,595,015 Liquid Tech Solutions Holdings, LLC Services: Business Term Loan Loan 1M USD SOFR+ 4.75 % 0.75 % 10.19 % 3/17/2028 975,000 972,922 957,938 LOYALTY VENTURES INC. (b) Services: Business Term Loan B Loan Prime 5.50 % 0.50 % 14.00 % 11/3/2027 2,913,525 2,902,171 25,493 LPL Holdings, Inc. Banking, Finance, Insurance & Real Estate Term Loan B1 Loan 1M USD SOFR+ 1.75 % 0.00 % 7.18 % 11/11/2026 1,195,404 1,194,671 1,194,125 LSF11 A5 HOLDCO LLC Chemicals, Plastics, & Rubber Term Loan (01/23) Loan 1M USD SOFR+ 4.25 % 0.50 % 9.68 % 10/14/2028 1,492,500 1,473,942 1,491,754 LSF11 A5 HOLDCO LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 3.50 % 0.50 % 8.94 % 10/16/2028 245,625 244,848 244,473 LSF11 TRINITY BIDCO INC Aerospace & Defense Term Loan B Loan 1M USD SOFR+ 4.00 % 0.00 % 9.32 % 6/14/2030 980,756 967,038 980,756 LSF9 Atlantis Holdings, LLC (A Wireless) Retail Term Loan (2/24) Loan 1M USD SOFR+ 6.50 % 0.75 % 11.83 % 3/31/2029 2,775,000 2,700,276 2,775,860 MAGNITE, INC. Services: Business Term Loan B (01/24) Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 2/6/2031 3,250,000 3,218,266 3,241,875 Marriott Ownership Resorts, Inc. Hotel, Gaming & Leisure Term Loan (11/19) Loan 1M USD SOFR+ 1.75 % 0.00 % 7.18 % 8/29/2025 1,317,074 1,317,074 1,312,543 Match Group, Inc, The Services: Consumer Term Loan (1/20) Loan 3M USD SOFR+ 1.75 % 0.00 % 7.27 % 2/15/2027 250,000 249,741 249,063 82 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Max US Bidco Inc. Beverage, Food & Tobacco Term Loan B Loan 3M USD SOFR+ 5.00 % 0.50 % 10.35 % 10/3/2030 2,000,000 1,870,298 1,832,500 Mayfield Agency Borrower Inc. (FeeCo) Banking, Finance, Insurance & Real Estate First Lien Term Loan B (12/23) Loan 1M USD SOFR+ 4.25 % 0.00 % 9.58 % 2/28/2028 3,432,772 3,346,276 3,432,772 McGraw-Hill Education, Inc. Media: Advertising, Printing & Publishing Term Loan (07/21) Loan 1M USD SOFR+ 4.75 % 0.50 % 10.19 % 7/28/2028 1,955,000 1,940,387 1,946,281 MedAssets Software Inter Hldg, Inc. High Tech Industries Term Loan (11/21) (USD) Loan 1M USD SOFR+ 4.00 % 0.50 % 9.44 % 12/18/2028 491,250 488,835 409,275 Mermaid Bidco Inc. High Tech Industries Term Loan B2 Loan 3M USD SOFR+ 4.50 % 0.75 % 9.88 % 12/22/2027 1,966,412 1,947,595 1,968,870 Michaels Companies Inc Retail Term Loan B (Magic Mergeco) Loan 3M USD SOFR+ 4.25 % 0.75 % 9.86 % 4/8/2028 2,442,400 2,429,364 1,996,417 MKS Instruments, Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 2.50 % 0.50 % 7.82 % 8/17/2029 1,971,537 1,967,675 1,966,253 Momentive Performance Materials Inc. Chemicals, Plastics, & Rubber Term Loan (03/23) Loan 1M USD SOFR+ 4.50 % 0.00 % 9.83 % 3/28/2028 496,250 479,007 485,084 Moneygram International, Inc. Services: Business Term Loan Loan 3M USD SOFR+ 5.50 % 0.50 % 10.88 % 5/31/2030 2,993,750 2,617,290 2,936,989 Mosel Bidco SE High Tech Industries Term Loan B Loan 3M USD SOFR+ 4.75 % 0.50 % 10.10 % 9/16/2030 500,000 495,262 500,625 MPH Acquisition Holdings LLC (Multiplan) Services: Business Term Loan B (08/21) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.85 % 9/1/2028 2,962,121 2,734,973 2,861,320 NAB Holdings, LLC (North American Bancard) Banking, Finance, Insurance & Real Estate Term Loan (11/21) Loan 3M USD SOFR+ 2.75 % 0.50 % 8.25 % 11/23/2028 2,940,000 2,935,048 2,929,504 Napa Management Services Corp Healthcare & Pharmaceuticals Term Loan B (02/22) Loan 1M USD SOFR+ 5.25 % 0.75 % 10.68 % 2/22/2029 2,969,773 2,447,043 2,806,436 Natgasoline LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 3.50 % 0.00 % 8.94 % 11/14/2025 3,305,649 3,294,914 3,289,120 National Mentor Holdings, Inc. Healthcare & Pharmaceuticals Term Loan 2/21 Loan 1M USD SOFR+ 3.75 % 0.75 % 9.18 % 3/2/2028 2,708,195 2,701,639 2,522,007 National Mentor Holdings, Inc. Healthcare & Pharmaceuticals Term Loan C 2/21 Loan 3M USD SOFR+ 3.75 % 0.75 % 9.20 % 3/2/2028 87,464 87,200 81,450 New Trojan Parent, Inc. (c) Consumer goods: Durable Term Loan Loan 1M USD SOFR+ 5.25 % 0.50 % 10.69 % 1/6/2028 - 40,239 - Nexstar Broadcasting, Inc. (Mission Broadcasting) Media: Broadcasting & Subscription Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 9/18/2026 657,625 654,056 655,705 Next Level Apparel, Inc. Retail Term Loan Loan 1M USD SOFR+ 7.50 % 1.00 % 12.92 % 8/9/2026 2,605,709 2,579,219 2,019,425 NortonLifeLock Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 2.00 % 0.50 % 7.43 % 9/12/2029 997,195 993,475 994,014 Nouryon Finance B.V. Chemicals, Plastics, & Rubber Term Loan B Loan 1M USD SOFR+ 4.00 % 0.00 % 9.42 % 4/3/2028 497,500 492,525 497,192 Nouryon Finance B.V. Chemicals, Plastics, & Rubber Term Loan (05/23) Loan 3M USD SOFR+ 4.00 % 0.00 % 9.42 % 4/3/2028 498,747 494,084 498,228 83 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Novae LLC Automotive Term Loan B Loan 3M USD SOFR+ 5.00 % 0.75 % 10.52 % 12/22/2028 1,965,000 1,954,113 1,948,632 Nuvei Technologies Corp. High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 12/19/2030 2,100,000 2,084,250 2,100,336 Olaplex, Inc. Consumer goods: Non-durable Term Loan (2/22) Loan 1M USD SOFR+ 3.50 % 0.50 % 8.93 % 2/23/2029 2,467,387 2,376,707 2,249,442 Open Text Corporation High Tech Industries Term Loan B (08/23) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.18 % 1/31/2030 1,380,397 1,343,151 1,381,267 Organon & Co. Healthcare & Pharmaceuticals Term Loan USD Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 6/2/2028 2,118,750 2,112,577 2,120,085 Oxbow Carbon, LLC Metals & Mining Term Loan B (04/23) Loan 1M USD SOFR+ 4.00 % 0.50 % 9.43 % 5/2/2030 497,500 488,294 496,669 PACIFIC DENTAL SERVICES, LLC Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 3.50 % 0.75 % 8.94 % 4/21/2028 895,408 894,474 893,734 Pacific Gas & Electric Utilities: Electric Term Loan Loan 1M USD SOFR+ 2.50 % 0.50 % 7.83 % 6/23/2027 250,000 248,893 249,923 PACTIV EVERGREEN GROUP HOLDINGS INC. Containers, Packaging & Glass Term Loan B Loan 1M USD SOFR+ 3.25 % 0.50 % 8.69 % 9/20/2028 975,000 971,827 975,994 Padagis LLC Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 4.75 % 0.50 % 10.34 % 7/6/2028 941,176 934,588 896,471 PAR PETROLEUM LLC Energy: Oil & Gas Term Loan 2/23 Loan 3M USD SOFR+ 4.25 % 0.50 % 9.69 % 2/27/2030 2,483,737 2,460,184 2,482,198 PATAGONIA HOLDCO LLC Telecommunications Term Loan B Loan 3M USD SOFR+ 5.75 % 0.50 % 11.06 % 8/1/2029 1,975,000 1,671,950 1,816,013 Pathway Partners Vet Management Company LLC Services: Business Term Loan Loan 1M USD SOFR+ 3.75 % 0.00 % 9.19 % 3/30/2027 481,544 475,840 411,321 PCI Gaming Authority Hotel, Gaming & Leisure Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 5/29/2026 794,490 793,022 794,156 PEARLS (Netherlands) Bidco B.V. Chemicals, Plastics, & Rubber USD Term Loan (02/22) Loan 3M USD SOFR+ 3.75 % 0.50 % 9.06 % 2/28/2029 982,500 981,042 972,066 PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC Healthcare & Pharmaceuticals Term Loan (12/22) Loan 1M USD SOFR+ 3.25 % 0.50 % 8.69 % 12/29/2028 1,474,639 1,470,327 1,325,332 Penn National Gaming, Inc Hotel, Gaming & Leisure Term Loan B Loan 1M USD SOFR+ 2.75 % 0.50 % 8.18 % 5/3/2029 985,000 981,209 979,720 Peraton Corp. Aerospace & Defense Term Loan B Loan 1M USD SOFR+ 3.75 % 0.75 % 9.18 % 2/1/2028 5,236,340 5,225,013 5,236,340 PHYSICIAN PARTNERS, LLC Healthcare & Pharmaceuticals Term Loan Loan 3M USD SOFR+ 4.00 % 0.50 % 9.46 % 12/23/2028 2,958,680 2,899,926 2,608,254 Pitney Bowes Inc Services: Business Term Loan B Loan 1M USD SOFR+ 4.00 % 0.00 % 9.44 % 3/17/2028 3,899,823 3,878,054 3,880,324 Plastipak Holdings Inc. Containers, Packaging & Glass Term Loan B (11/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.93 % 12/1/2028 1,795,294 1,789,191 1,791,309 Playtika Holding Corp. High Tech Industries Term Loan B (3/21) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.19 % 3/13/2028 4,376,250 4,370,414 4,362,377 PMHC II, INC. Chemicals, Plastics, & Rubber Term Loan (02/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.72 % 4/21/2029 1,975,000 1,967,432 1,926,968 PointClickCare Technologies, Inc. High Tech Industries Term Loan B Loan 3M USD SOFR+ 3.00 % 0.75 % 8.61 % 12/29/2027 486,250 484,831 485,642 84 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Polymer Process Holdings, Inc. Containers, Packaging & Glass Term Loan Loan 1M USD SOFR+ 4.75 % 0.75 % 10.19 % 2/12/2028 5,348,750 5,313,507 5,071,310 Pre-Paid Legal Services, Inc. Services: Consumer Term Loan (12/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 12/15/2028 2,947,500 2,929,343 2,939,512 Presidio, Inc. Services: Business Term Loan B (1/20) Loan 3M USD SOFR+ 3.50 % 0.00 % 8.91 % 1/22/2027 482,500 482,164 483,103 Prime Security Services Borrower, LLC (ADT) Services: Consumer Term Loan B (10/23) Loan 3M USD SOFR+ 2.50 % 0.00 % 7.83 % 10/11/2030 2,000,000 1,980,728 1,998,300 PRIORITY HOLDINGS, LLC Services: Consumer Term Loan Loan 1M USD SOFR+ 5.75 % 1.00 % 11.19 % 4/27/2027 2,925,000 2,906,770 2,921,344 PriSo Acquisition Corporation Construction & Building Term Loan (01/21) Loan 3M USD SOFR+ 3.25 % 0.75 % 8.84 % 12/28/2027 486,242 484,862 472,311 Project Leopard Holdings, Inc. (NEW) High Tech Industries Term Loan B (06/22) Loan 3M USD SOFR+ 5.25 % 0.50 % 10.66 % 7/20/2029 990,000 931,883 907,711 Propulsion (BC) Finco Aerospace & Defense Term Loan Loan 3M USD SOFR+ 3.75 % 0.50 % 9.10 % 9/14/2029 750,000 742,504 748,748 PUG LLC Services: Consumer Term Loan B (02/20) Loan 1M USD SOFR+ 3.50 % 0.00 % 8.94 % 2/12/2027 475,176 474,168 466,010 Quartz AcquireCo, LLC High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.83 % 6/28/2030 997,500 988,167 996,253 QUEST BORROWER LIMITED High Tech Industries Term Loan (1/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.71 % 2/1/2029 1,970,000 1,954,941 1,552,734 R1 RCM INC. Healthcare & Pharmaceuticals Term Loan (12/23) Loan 1M USD SOFR+ 3.00 % 0.00 % 8.36 % 6/21/2029 1,200,000 1,185,480 1,200,000 R1 RCM INC. Healthcare & Pharmaceuticals Term Loan Loan 1M USD SOFR+ 3.00 % 0.50 % 8.33 % 6/21/2029 1,200,000 1,185,733 1,200,000 Rackspace Technology Global, Inc. High Tech Industries Term Loan (1/21) Loan 1M USD SOFR+ 2.75 % 0.75 % 8.19 % 2/15/2028 2,944,353 2,869,199 1,278,173 RAND PARENT LLC Transportation: Cargo Term Loan B Loan 3M USD SOFR+ 4.25 % 0.00 % 9.60 % 3/16/2030 2,481,250 2,400,653 2,476,213 RealPage, Inc. High Tech Industries Term Loan (04/21) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.44 % 4/24/2028 977,500 976,326 950,501 Rent-A-Center, Inc. Retail Term Loan B2 (9/21) Loan 6M USD SOFR+ 3.25 % 0.50 % 9.12 % 2/17/2028 1,860,192 1,827,856 1,856,323 Research Now Group, Inc Media: Advertising, Printing & Publishing Term Loan Loan 3M USD SOFR+ 5.50 % 1.00 % 11.07 % 12/20/2024 4,252,891 4,231,426 2,426,275 Resideo Funding Inc. Services: Consumer Term Loan (1/21) Loan 1M USD SOFR+ 2.25 % 0.50 % 7.69 % 2/11/2028 1,458,750 1,457,581 1,454,651 Resolute Investment Managers (American Beacon), Inc. Banking, Finance, Insurance & Real Estate Term Loan (12/23) Loan 3M USD SOFR+ 6.50 % 1.00 % 12.11 % 4/30/2027 1,968,154 1,968,154 1,936,172 Restoration Hardware, Inc. Retail Term Loan (9/21) Loan 1M USD SOFR+ 2.50 % 0.50 % 7.94 % 10/20/2028 3,427,375 3,422,882 3,328,838 Reynolds Consumer Products LLC Containers, Packaging & Glass Term Loan Loan 1M USD SOFR+ 1.75 % 0.00 % 7.18 % 1/29/2027 1,117,917 1,117,917 1,117,078 85 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Reynolds Group Holdings Inc. Containers, Packaging & Glass Term Loan B2 Loan 1M USD SOFR+ 3.25 % 0.00 % 8.69 % 2/5/2026 1,933,578 1,929,763 1,936,692 Russell Investments US Inst’l Holdco, Inc. Banking, Finance, Insurance & Real Estate Term Loan (10/20) Loan 1M USD SOFR+ 3.50 % 1.00 % 8.93 % 6/2/2025 5,503,217 5,487,956 5,313,356 RV Retailer LLC Automotive Term Loan Loan 1M USD SOFR+ 3.75 % 0.75 % 9.17 % 2/8/2028 2,927,756 2,890,768 2,728,317 Ryan Specialty Group LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 2.75 % 0.75 % 8.08 % 9/1/2027 1,463,497 1,454,416 1,463,497 S&S HOLDINGS LLC Services: Business Term Loan Loan 3M USD SOFR+ 5.00 % 0.50 % 10.42 % 3/10/2028 2,433,693 2,393,141 2,405,560 Sally Holdings LLC Retail Term Loan B Loan 1M USD SOFR+ 2.25 % 0.00 % 7.58 % 2/28/2030 496,250 492,943 495,421 Schweitzer-Mauduit International, Inc. High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.75 % 0.75 % 9.19 % 4/20/2028 1,297,546 1,293,069 1,294,847 Scientific Games Holdings LP Hotel, Gaming & Leisure Term Loan B Loan 3M USD SOFR+ 3.25 % 0.50 % 8.58 % 4/4/2029 493,750 492,933 492,516 Sedgwick Claims Management Services, Inc. Services: Business Term Loan B 2/23 Loan 1M USD SOFR+ 3.75 % 0.00 % 9.08 % 2/17/2028 992,500 984,017 993,294 SETANTA AIRCRAFT LEASING DAC Aerospace & Defense Term Loan Loan 3M USD SOFR+ 2.00 % 0.00 % 7.61 % 11/2/2028 1,000,000 998,338 1,000,560 Sitel Worldwide Corporation Services: Business USD Term Loan (7/21) Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 8/28/2028 1,955,000 1,948,734 1,873,144 SiteOne Landscape Supply, LLC Services: Business Term Loan (3/21) Loan 1M USD SOFR+ 2.00 % 0.50 % 7.44 % 3/18/2028 1,267,378 1,261,906 1,267,378 SMG US Midco 2, Inc. Services: Business Term Loan (01/20) Loan 3M USD SOFR+ 2.50 % 0.00 % 8.07 % 1/23/2025 480,000 480,000 479,702 Smyrna Ready Mix Concrete, LLC Construction & Building Term Loan B Loan 1M USD SOFR+ 3.50 % 0.00 % 8.82 % 4/1/2029 514,217 510,811 514,860 Sotheby’s Services: Business Term Loan (7/21) Loan 3M USD SOFR+ 4.50 % 0.50 % 10.08 % 1/15/2027 3,191,015 3,159,783 3,159,903 Sparta U.S. HoldCo LLC Chemicals, Plastics, & Rubber Term Loan (04/21) Loan 1M USD SOFR+ 3.25 % 0.75 % 8.69 % 8/2/2028 1,960,000 1,953,602 1,955,453 Specialty Pharma III Inc. Services: Business Term Loan Loan 1M USD SOFR+ 4.25 % 0.75 % 9.68 % 3/31/2028 1,955,000 1,942,520 1,857,250 Spin Holdco, Inc. Services: Consumer Term Loan 3/21 Loan 3M USD SOFR+ 4.00 % 0.75 % 9.62 % 3/4/2028 2,917,500 2,907,433 2,644,510 SRAM, LLC Consumer goods: Durable Term Loan (05/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 5/12/2028 2,523,636 2,521,215 2,517,327 STANDARD INDUSTRIES INC. Construction & Building Term Loan B Loan 1M USD SOFR+ 2.25 % 0.50 % 7.68 % 9/22/2028 620,250 616,132 619,785 Staples, Inc. Wholesale Term Loan (03/19) Loan 1M USD SOFR+ 5.00 % 0.00 % 10.44 % 4/16/2026 4,296,252 4,227,884 4,185,881 Star Parent, Inc. Services: Business Term Loan B (09/23) Loan 3M USD SOFR+ 4.00 % 0.00 % 9.35 % 9/19/2030 1,250,000 1,232,293 1,233,600 Storable, Inc High Tech Industries Term Loan B Loan 1M USD SOFR+ 3.50 % 0.50 % 8.83 % 4/17/2028 490,000 489,451 489,084 Superannuation & Investments US LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 3.75 % 0.50 % 9.19 % 12/1/2028 980,000 972,893 979,510 86 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Sweetwater Borrower, LLC Retail Term Loan (8/21) Loan 1M USD SOFR+ 4.25 % 0.75 % 9.69 % 8/2/2028 2,197,331 2,118,286 2,186,345 Syncsort Incorporated High Tech Industries Term Loan B (10/21) Loan 3M USD SOFR+ 4.00 % 0.75 % 9.59 % 4/24/2028 2,444,975 2,444,257 2,421,748 Ta TT Buyer LLC Media: Broadcasting & Subscription Term Loan 3/22 Loan 3M USD SOFR+ 5.00 % 0.50 % 10.35 % 4/2/2029 987,475 979,563 987,060 Tenable Holdings, Inc. Services: Business Term Loan B (6/21) Loan 1M USD SOFR+ 2.75 % 0.50 % 8.19 % 7/7/2028 980,000 978,620 977,962 Teneo Holdings LLC Banking, Finance, Insurance & Real Estate Term Loan Loan 1M USD SOFR+ 5.25 % 1.00 % 10.68 % 7/15/2025 4,337,912 4,305,238 4,332,490 Ten-X, LLC Banking, Finance, Insurance & Real Estate Term Loan 5/23 Loan 1M USD SOFR+ 6.00 % 0.00 % 11.33 % 5/25/2028 1,880,000 1,879,762 1,809,030 The Dun & Bradstreet Corporation Services: Business Term Loan (01/24) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.07 % 1/18/2029 1,148,788 1,146,995 1,145,629 Thor Industries, Inc. Automotive Term Loan B2 Loan 1M USD SOFR+ 2.75 % 0.00 % 8.07 % 11/15/2030 847,276 839,124 847,276 Torrid LLC Wholesale Term Loan 5/21 Loan 3M USD SOFR+ 5.50 % 0.75 % 11.11 % 6/14/2028 3,293,297 2,885,799 2,766,369 TORY BURCH LLC Retail Term Loan Loan 1M USD SOFR+ 3.25 % 0.50 % 8.69 % 4/15/2028 2,308,083 2,173,521 2,279,878 Tosca Services, LLC Containers, Packaging & Glass Term Loan (2/21) Loan 3M USD SOFR+ 3.50 % 0.75 % 9.07 % 8/18/2027 485,000 481,026 403,360 Trans Union LLC Banking, Finance, Insurance & Real Estate Term Loan B7 (02/24) Loan 1M USD SOFR+ 2.00 % 0.50 % 7.33 % 12/1/2028 609,032 608,154 608,161 Transdigm, Inc. Aerospace & Defense Term Loan H Loan 3M USD SOFR+ 3.25 % 0.00 % 8.60 % 2/22/2027 1,973,436 1,970,279 1,977,580 TRITON WATER HOLDINGS, INC. Beverage, Food & Tobacco Term Loan (03/21) Loan 3M USD SOFR+ 3.25 % 0.50 % 8.86 % 3/31/2028 1,462,504 1,457,793 1,435,389 Tronox Finance LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 2.50 % 0.00 % 7.94 % 3/10/2028 346,923 346,548 345,584 Tronox Finance LLC Chemicals, Plastics, & Rubber Incremental Term Loan Loan 3M USD SOFR+ 3.50 % 0.50 % 8.85 % 8/11/2028 2,000,000 1,981,659 1,997,500 TruGreen Limited Partnership Services: Consumer Term Loan Loan 1M USD SOFR+ 4.00 % 0.75 % 9.43 % 10/29/2027 944,761 940,433 912,034 Uber Technologies, Inc. Transportation: Consumer Term Loan 2/23 Loan 3M USD SOFR+ 2.75 % 0.00 % 8.13 % 3/3/2030 395,438 394,559 396,284 Ultra Clean Holdings, Inc. High Tech Industries Incremental Term Loan 3/21 Loan 1M USD SOFR+ 3.75 % 0.00 % 9.19 % 8/27/2025 763,480 761,941 764,755 Unimin Corporation Metals & Mining Term Loan (12/20) Loan 3M USD SOFR+ 4.00 % 1.00 % 9.59 % 7/31/2026 496,815 481,603 494,207 United Natural Foods, Inc Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 3.25 % 0.00 % 8.69 % 10/22/2025 1,241,834 1,218,443 1,239,922 Univision Communications Inc. Media: Broadcasting & Subscription Term Loan B (6/21) Loan 1M USD SOFR+ 3.25 % 0.75 % 8.69 % 3/15/2026 2,421,809 2,418,336 2,418,031 87 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value Univision Communications Inc. Media: Broadcasting & Subscription Term Loan B (6/22) Loan 3M USD SOFR+ 4.25 % 0.50 % 9.60 % 6/25/2029 246,250 240,243 246,250 Utz Quality Foods, LLC Beverage, Food & Tobacco Term Loan B Loan 1M USD SOFR+ 3.00 % 0.00 % 8.44 % 1/20/2028 1,478,977 1,478,749 1,478,252 Vaco Holdings, LLC Services: Business Term Loan (01/22) Loan 6M USD SOFR+ 5.00 % 0.75 % 10.43 % 1/19/2029 2,318,552 2,260,590 2,287,251 Vericast Corp. (c) Media: Advertising, Printing & Publishing Term Loan (12/23) Loan 3M USD SOFR+ 7.75 % 0.00 % 13.36 % 6/16/2026 1,208,512 1,207,739 1,111,831 Verifone Systems, Inc. Banking, Finance, Insurance & Real Estate Term Loan (7/18) Loan 3M USD SOFR+ 4.00 % 0.00 % 9.59 % 8/20/2025 1,353,744 1,351,272 1,170,988 Vertex Aerospace Services Corp Aerospace & Defense Term Loan (10/21) Loan 1M USD SOFR+ 3.25 % 0.75 % 8.68 % 12/6/2028 982,538 979,566 982,459 VFH Parent LLC Banking, Finance, Insurance & Real Estate Term Loan (01/22) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 1/12/2029 2,975,130 2,970,557 2,970,667 Viasat Inc Telecommunications Term Loan (2/22) Loan 1M USD SOFR+ 4.50 % 0.50 % 9.83 % 3/5/2029 2,967,381 2,908,179 2,909,903 Virtus Investment Partners, Inc. Banking, Finance, Insurance & Real Estate Term Loan B (9/21) Loan 1M USD SOFR+ 2.25 % 0.00 % 7.69 % 9/28/2028 2,823,409 2,817,201 2,819,880 Vistra Operations Company LLC Energy: Electricity 2018 Incremental Term Loan Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 12/20/2030 1,889,393 1,880,083 1,880,135 Vizient, Inc Healthcare & Pharmaceuticals Term Loan 4/22 Loan 1M USD SOFR+ 2.25 % 0.50 % 7.68 % 5/16/2029 492,500 488,534 492,731 VM Consolidated, Inc. Construction & Building Term Loan B (01/24) Loan 1M USD SOFR+ 2.75 % 0.00 % 8.08 % 3/24/2028 1,841,374 1,840,186 1,843,676 Vouvray US Finance LLC High Tech Industries Term Loan Loan 1M USD SOFR+ 6.00 % 1.00 % 11.33 % 9/30/2025 466,250 466,250 472,078 Walker & Dunlop, Inc. Banking, Finance, Insurance & Real Estate Term Loan B (12/22) Loan 1M USD SOFR+ 3.00 % 0.50 % 8.43 % 12/15/2028 496,250 487,839 495,009 Warner Music Group Corp. (WMG Acquisition Corp.) Hotel, Gaming & Leisure First Lien TL I (01/24) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 1/24/2031 1,250,000 1,249,906 1,247,463 Watlow Electric Manufacturing Company High Tech Industries Term Loan B Loan 3M USD SOFR+ 3.75 % 0.50 % 9.33 % 3/2/2028 2,831,632 2,822,010 2,826,337 WeddingWire, Inc. Services: Consumer Term Loan (09/23) Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 1/29/2028 4,808,923 4,806,669 4,784,879 WEX Inc. Services: Business Term Loan Loan 1M USD SOFR+ 2.00 % 0.00 % 7.33 % 3/31/2028 2,924,849 2,918,448 2,919,379 88 Saratoga Investment Corp. CLO 2013-1, Ltd. Schedule of Investments February 29, 2024 Issuer Name Industry Asset Name Asset Type Reference Rate/Spread SOFR/LIBOR Floor Current Rate (All In) Maturity Date Principal/ Number of Shares Cost Fair Value WildBrain Ltd. Media: Diversified & Production Term Loan Loan 1M USD SOFR+ 4.25 % 0.75 % 9.69 % 3/27/2028 3,005,025 2,952,048 2,899,849 Windsor Holdings III, LLC Chemicals, Plastics, & Rubber Term Loan Loan 1M USD SOFR+ 4.50 % 0.00 % 9.82 % 8/1/2030 500,000 500,000 500,390 Wyndham Hotels & Resorts, Inc. Hotel, Gaming & Leisure Term Loan 5/23 Loan 1M USD SOFR+ 2.25 % 0.00 % 7.68 % 5/24/2030 995,000 990,380 996,124 Xperi Corporation High Tech Industries Term Loan Loan 1M USD SOFR+ 3.50 % 0.00 % 8.94 % 6/8/2028 1,983,094 1,979,717 1,977,303 Zayo Group, LLC Telecommunications Term Loan 4/22 Loan 1M USD SOFR+ 4.25 % 0.50 % 9.65 % 3/9/2027 982,500 965,514 884,555 ZEBRA BUYER (Allspring) LLC Banking, Finance, Insurance & Real Estate Term Loan 4/21 Loan 3M USD SOFR+ 3.25 % 0.50 % 8.89 % 11/1/2028 1,866,509 1,857,862 1,862,142 Zekelman Industries, Inc. Metals & Mining Term Loan (01/20) Loan 1M USD SOFR+ 2.00 % 0.00 % 7.44 % 1/25/2027 954,029 954,029 953,733 Zest Acquisition Corp. Healthcare & Pharmaceuticals Term Loan (1/23) Loan 1M USD SOFR+ 5.50 % 0.00 % 10.83 % 2/8/2028 1,980,000 1,897,656 1,940,400 Zodiac Pool Solutions Consumer goods: Durable Term Loan (1/22) Loan 1M USD SOFR+ 1.93 % 0.50 % 7.35 % 1/29/2029 490,000 489,237 488,772 TOTAL INVESTMENTS $ 630,995,710 $ 607,551,774 Number of Shares Cost Fair Value Cash and cash equivalents U.S. Bank Money Market (a) 12,104,832 $ 12,104,832 $ 12,104,832 Total cash and cash equivalents 12,104,832 $ 12,104,832 $ 12,104,832 (a) Included within cash and cash equivalents in Saratoga CLO’s Statements of Assets and Liabilities as of February 29, 2024. (b) As of February 29, 2024, the investment was in default and on non-accrual status. (c) Investments include Payment-in-Kind Interest. LIBOR - London Interbank Offered Rate SOFR - Secured Overnight Financing Rate 1M USD LIBOR - The 1-month USD LIBOR rate as of February 29, 2024 was 5.44%. 3M USD LIBOR - The 3-month USD LIBOR rate as of February 29, 2024 was 5.60%. 1M SOFR - The 1-month SOFR rate as of February 29, 2024 was 5.32%. 3M SOFR - The 3-month SOFR rate as of February 29, 2024 was 5.33%. 6M SOFR - The 6-month SOFR rate as of February 29, 2024 was 5.27%. Prime - The Prime Rate as of February 29, 2024 was 8.50%. See accompanying notes to financial statements. 89 Note 5. Investment in SLF JV On October 26, 2021, the Company and TJHA entered into the LLC Agreement to co-manage SLF JV. SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd (“SLF 2021”), which is a wholly owned subsidiary of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets. On September 30, 2022, SLF 2021 was renamed to Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd. (“SLF 2022”). The Company and TJHA have equal voting interest on all material decisions with respect to SLF JV, including those involving its investment portfolio, and equal control of corporate governance. No management fee is charged to SLF JV as control and management of SLF JV is shared equally. The Company and TJHA have committed to provide up to a combined $ 50.0 million of financing to SLF JV through cash contributions, with the Company providing $ 43.75 million and TJHA providing $ 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 pays a fixed rate of 10 % per annum and is due and payable in full on October 20, 2033. As of May 31, 2024, the Company 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 May 31, 2024 and February 29, 2024, the Company’s investment in the unsecured note of SLF JV had a fair value of $ 15.8 million and $ 15.8 million, respectively, and the Company’s investment in the membership interests of SLF JV had a fair value of $ 8.8 million and $ 9.4 million, respectively. The Company has determined that SLF JV is an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary. SLF JV is not a wholly owned investment company subsidiary as the Company and TJHA each have an equal 50 % voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, ASC 810 concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate SLF JV. For the three months ended May 31, 2024 and May 31, 2023, the Company earned $ 0.4 million and $ 0.2 million, respectively, of interest income related to SLF JV, which is included in interest income. As of May 31, 2024 and February 29, 2024, $ 0.2 million and $ 0.2 million, respectively, of interest income related to SLF JV was included in interest receivable on the Statements of Assets and Liabilities. For the three months ended May 31, 2024 and May 31, 2023, the Company earned $ 1.3 million and $ 1.8 million, respectively, of dividend related to SLF JV, which is included in dividend income on control investments. As of May 31, 2024 and February 29, 2024, $ 0.0 million and $ 0.0 million, respectively, of dividend income related to SLF JV was included in dividend receivable on the Statements of Assets and Liabilities. SLF JV’s initial investment in SLF 2022 was in the form of an unsecured loan. The unsecured loan paid a floating rate of LIBOR plus 7.00 % per annum and was paid in full on June 9, 2023. The unsecured loan was repaid in full on October 28, 2022, as part of the CLO closing. On October 28, 2022, SLF 2022 issued $ 402.1 million of the 2022 JV CLO Notes 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, the Company purchased 87.50 % of the Class E Notes from SLF 2022 with a par value of $ 12.25 million. As of May 31, 2024 and February 29, 2024, the fair value of these Class E Notes were $ 12.3 million and $ 12.3 million, respectively. 90 Note 6. Income Taxes SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-MDP, Inc., SIA-PP Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc., and SIA-VR, Inc., each 100 % owned by the Company, are each filing standalone C Corporation tax returns for U.S. federal and state tax purposes. As separately regarded entities for tax purposes, these entities are subject to U.S. federal income tax at corporate rates. For tax purposes, any distributions by the entities to the parent company would generally need to be distributed to the Company’s shareholders. Generally, such distributions of the entities’ income to the Company’s shareholders will be considered as qualified dividends for tax purposes. The entities’ taxable net income will differ from U.S. GAAP net income because of deferred tax temporary differences arising from net operating losses and unrealized appreciation and deprecation of securities held. Deferred tax assets and liabilities are measured using enacted corporate federal and state tax rates expected to apply to taxable income in the years in which those net operating losses are utilized and the unrealized gains and losses are realized. Deferred tax assets and deferred tax liabilities are netted off by entity, as allowed. The recoverability of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized on the basis of a history of operating losses combined with insufficient projected taxable income or other taxable events in the Corporate Blockers. In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following the sale of equity held by each of the portfolio companies. The Company may distribute a portion of its realized net long term capital gains in excess of realized net short term capital losses to its stockholders, but may also decide to retain a portion, or all, of its net capital gains and elect to pay the 21 % U.S. federal tax on the net capital gain, potentially in the form of a “deemed distribution” to its stockholders. Income tax (provision) relating to an election to retain its net capital gains, including in the form of a deemed distribution, is included as a component of income tax (provision) benefit from realized gains on investments, depending on the character of the underlying taxable income (ordinary or capital gains), on the consolidated statements of operations. Deferred tax assets and liabilities, and related valuation allowance as of May 31, 2024 and February 29, 2024 were as follows: May 31, 2024 February 29, 2024 Total deferred tax assets $ 3,134,349 $ 2,650,580 Total deferred tax liabilities ( 4,362,996 ) ( 3,901,995 ) Valuation allowance on net deferred tax assets ( 2,908,125 ) ( 2,539,735 ) Net deferred tax liability $ ( 4,136,772 ) $ ( 3,791,150 ) As of May 31, 2024, the valuation allowance on deferred tax assets was $ 2.9 million, which represents the federal and state tax effect of net operating losses and unrealized losses that the Company does not believe will be realized through future taxable income. Any adjustments to the Company’s valuation allowance will depend on estimates of future taxable income and will be made in the period such determination is made. Net income tax expense for the three months ended May 31, 2024 includes $ 0.5 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, $ 0.0 million income tax provision/benefit from realized gain/(loss) on investments and ($ 0.06 ) million net change in total operating expense in the consolidated statement of operations, respectively. Net income tax expense for the three months ended May 31, 2023 includes ($ 0.06 ) million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, $ 0.0 million income tax provision/benefit from realized gain/(loss) on investments and $ 0.01 million net change in total operating expense, in the consolidated statement of operations, respectively. Deferred tax temporary differences may include differences for state taxes and joint venture interests. Federal and state income tax (provisions) benefit on investments for three months ended May 31, 2024 and May 31, 2023: For the three months ended May 31, 2024 May 31, 2023 Current Federal $ - $ - State - - Net current expense - - Deferred Federal 322,466 14,909 State 23,156 ( 972 ) Net deferred expense 345,622 13,937 Net tax provision $ 345,622 $ 13,937 91 Note 7. Agreements and Related Party Transactions Investment Advisory and Management Agreement On July 30, 2010, the Company entered into the Management Agreement with the Manager. The initial term of the Management Agreement was two years from its effective date, with one-year renewals thereafter subject to certain approvals by the Company’s board of directors and/or the Company’s stockholders. Most recently, on July 8, 2024, the Company’s board of directors approved the renewal of the Management Agreement for an additional one-year term. Pursuant to the Management Agreement, the Manager implements the Company’s business strategy on a day-to-day basis and performs certain services for the Company, subject to oversight by the board of directors. The Manager is responsible for, among other duties, determining investment criteria, sourcing, analyzing and executing investments transactions, asset sales, financings and performing asset management duties. Under the Management Agreement, the Company pays the Manager a management fee for investment advisory and management services consisting of a base management fee and an incentive management fee. Base Management Fee and Incentive Management Fee The base management fee of 1.75% per year is calculated based on the average value of our gross assets (other than cash or cash equivalents, but including assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters. The base management fee is paid quarterly following the filing of the most recent quarterly report on Form 10-Q. The incentive management fee consists of the following two parts: The first, payable quarterly in arrears, equals 20 % of the Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, that exceeds a 1.875 % quarterly hurdle rate measured as of the end of each fiscal quarter, subject to a “catch-up” provision. Under this provision, in any fiscal quarter, the Manager receives no incentive fee unless our pre-incentive fee net investment income exceeds the hurdle rate of 1.875%. The Manager will receive 100% of pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 2.344% in any fiscal quarter; and 20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.344% in any fiscal quarter. There is no accumulation of amounts on the hurdle rate from quarter to quarter, and accordingly there is no claw back of amounts previously paid if subsequent quarters are below the quarterly hurdle rate, and there is no delay of payment if prior quarters are below the quarterly hurdle rate. The second part of the incentive fee is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Management Agreement) and equals 20.0 % of the Company’s “incentive fee capital gains,” which equals the Company’s realized capital gains on a cumulative basis from May 31, 2010 through the end of the fiscal year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis on each investment in the Company’s portfolio, less the aggregate amount of any previously paid capital gain incentive fee. Importantly, the capital gains portion of the incentive fee is based on realized gains and realized and unrealized losses from May 31, 2010. Therefore, realized and unrealized losses incurred prior to such time will not be taken into account when calculating the capital gains portion of the incentive fee, and the Manager will be entitled to 20.0 % of incentive fee capital gains that arise after May 31, 2010. In addition, for the purpose of the “incentive fee capital gains” calculations, the cost basis for computing realized gains and losses on investments held by us as of May 31, 2010 will equal the fair value of such investments as of such date. For the three months ended May 31, 2024 and May 31, 2023, the Company incurred $ 5.0 million and $ 4.6 million in base management fees, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company incurred $ 3.6 million and $ 3.2 million in incentive fees related to pre-incentive fee net investment income, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company accrued an expense (benefit) of $ 0.0 million and ($ 3.1 ) million in incentive fees related to capital gains. The accrual is calculated using both realized and unrealized capital gains for the period. The actual incentive fee related to capital gains will be determined and payable in arrears at the end of the fiscal year and will include only realized capital gains for the period. As of May 31, 2024, the base management fees accrual was $ 5.0 million and the incentive fees accrual was $ 3.6 million and is included in base management and incentive fees payable in the accompanying consolidated statements of assets and liabilities. As of February 29, 2024, the base management fees accrual was $ 5.0 million and the incentive fees accrual was $ 3.2 million and is included in base management and incentive fees payable in the accompanying consolidated statements of assets and liabilities. 92 Administration Agreement On July 30, 2010, the Company entered into a separate administration agreement (the “Administration Agreement”) with the Manager, pursuant to which the Manager, as the Company’s administrator, has agreed to furnish the Company with the facilities and administrative services necessary to conduct day-to-day operations and provide managerial assistance on the Company’s behalf to those portfolio companies to which the Company is required to provide such assistance. The initial term of the Administration Agreement was two years from its effective date, with one-year renewals thereafter subject to certain approvals by the Company’s board of directors and/or the Company’s stockholders. The amount of expenses payable or reimbursable thereunder by the Company was capped at $ 1.0 million for the initial two-year term of the Administration Agreement and subsequent renewals. Most recently, on July 8, 2024, the Company’s board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to keep the cap on the payment or reimbursement of expenses by the Company unchanged at $ 4.3 million, while continuing to assess whether to increase this within the foreseeable future, with any increase to be effective August 1, 2024. For the three months ended May 31, 2024 and May 31, 2023, the Company recognized $ 1.1 million and $ 0.8 million in administrator expenses, respectively, pertaining to bookkeeping, recordkeeping and other administrative services provided to the Company in addition to the Company’s allocable portion of rent and other overhead related expenses. As of May 31, 2024 and February 29, 2024, $ 0.4 million and $ 0.5 million, respectively, of administrator expenses were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities. Saratoga CLO On December 14, 2018, the Company completed the third refinancing and issuance of the 2013-1 Reset CLO Notes. This refinancing, among other things, extended the Saratoga CLO reinvestment period to January 2021, and extended its legal maturity to January 2030. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $ 300 million in assets to approximately $ 500 million. In conjunction with the third refinancing and issuance of the 2013-1 Reset CLO Notes on December 14, 2018, the Company is no longer entitled to receive an incentive management fee from Saratoga CLO. See Note 4 for additional information. On February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, extended its legal maturity to April 2033, and extended the non-call period to February 2022. In addition, and as part of the refinancing, the Saratoga CLO was upsized from $ 500 million in assets to approximately $ 650 million. As part of this refinancing and upsizing, the Company invested an additional $ 14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $ 17.9 million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $ 2.5 million of Class F-R-2 Notes, $ 7.5 million of Class G-R-2 Notes and $ 25.0 million CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $ 2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At November 30, 2021, the outstanding receivable of 2.6 million was repaid in full. On August 9, 2021, the Company exchanged its existing $ 17.9 million Class F-R-3 Notes for $ 8.5 million Class F-1-R-3 Notes and $ 9.4 million Class F-2-R-3 Notes at par. On August 11, 2021, the Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss of $ 0.1 million. For the three months ended May 31, 2024 and May 31, 2023, the Company recognized management fee income of $ 0.8 million and $ 0.8 million, respectively, related to the Saratoga CLO. For the three months ended May 31, 2024 and May 31, 2023, the Company neither bought nor sold any investments from the Saratoga CLO. SLF JV On October 26, 2021, the Company and TJHA entered into an LLC Agreement to co-manage the SLF JV. SLF JV is a joint venture that invests in the debt or equity interests of collateralized loan obligations, loan, notes and other debt instruments. The Company records interest income from its investment in an unsecured loan with SLF JV on an accrual basis and records dividend income from its membership interest when earned. All operating decisions are shared with a 50 % voting interest in SLF JV. On October 28, 2022, SLF 2022 issued $ 402.1 million of the 2022 JV CLO Notes through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee. 93 As of May 31, 2024, the Company’s investment in the SLF JV had a fair value of $ 24.6 million, consisting of an unsecured loan of $ 15.8 million and membership interest of $ 8.8 million. For the three months ended May 31, 2024, the Company had $ 0.4 million of interest income related to SLF JV, of which $ 0.2 million was included in interest receivable on the Statement of Assets and Liabilities as of May 31, 2024. For the three months ended May 31, 2023, the Company had $ 0.5 million of interest income related to SLF JV, of which $ 0.2 million was included in interest receivable on the Statements of Assets and Liabilities as of May 31, 2023. For the three months ended May 31, 2024, the Company had $ 1.3 million of dividend income related to SLF JV, of which $ 0.0 million was included in dividend receivable on the Statements of Assets and Liabilities as of May 31, 2024. For the three months ended May 31, 2023, the Company had $ 1.8 million of dividend income related to SLF JV, of which $ 0.0 million was included in dividend receivable on the Statements of Assets and Liabilities as of May 31, 2023. As part of the JV CLO trust transaction, the Company purchased 87.50 % of the Class E Notes from SLF 2022 with a par value of $ 12.25 million. Note 8. Borrowings As a BDC, we are only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200 % after giving effect to such leverage, or 150 % if certain requirements under the 1940 Act are met. On April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, our board of directors, including a majority of our directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act”) of the Company (“independent directors”), approved a minimum asset coverage ratio of 150 %. The 150 % asset coverage ratio became effective on April 16, 2019. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing. Our asset coverage ratio, as defined in the 1940 Act, was 159.6 % as of May 31, 2024 and 161.1 % as of February 29, 2024. Revolving Credit Facilities and Term Facility On April 11, 2007, we entered into a $ 100.0 million revolving securitized credit facility (the “Revolving Facility”). On May 1, 2007, we entered into a $ 25.7 million term securitized credit facility (the “Term Facility” and, together with the Revolving Facility, the “Facilities”), which was fully drawn at closing. In December 2007, we consolidated the Facilities by using a draw under the Revolving Facility to repay the Term Facility. In response to the market wide decline in financial asset prices, which negatively affected the value of our portfolio, we terminated the revolving period of the Revolving Facility effective January 14, 2009 and commenced a two-year amortization period during which all principal proceeds from the collateral were used to repay outstanding borrowings. A significant percentage of our total assets had been pledged under the Revolving Facility to secure our obligations thereunder. Under the Revolving Facility, funds were borrowed from or through certain lenders and interest was payable monthly at the greater of the commercial paper rate and our lender’s prime rate plus 4.00% plus a default rate of 2.00% or, if the commercial paper market was unavailable, the greater of the prevailing LIBOR rates and our lender’s prime rate plus 6.00% plus a default rate of 3.00%. Madison Credit Facility On July 30, 2010, we used the net proceeds from (i) the stock purchase transaction and (ii) a portion of the funds available to us under the $ 45.0 million senior secured revolving credit facility with Madison Capital Funding LLC (the “Madison Credit Facility”), in each case, to pay the full amount of principal and accrued interest, including default interest, outstanding under the Revolving Facility. As a result, the Revolving Facility was terminated in connection therewith. Substantially all of our total assets, other than those held by SBIC LP, SBIC II LP and SBIC III LP, were pledged under the Madison Credit Facility to secure our obligations thereunder. On October 4, 2021, all outstanding amounts on the Madison Credit Facility were repaid and the Madison Credit Facility was terminated. The repayment and termination of the Madison Credit Facility resulted in a realized loss on the extinguishment of debt of $ 0.8 million. Encina Credit Facility On October 4, 2021, the Company entered into the Credit and Security Agreement (the “Encina Credit Agreement”) relating to a $ 50.0 million senior secured revolving credit facility with Encina, supported by loans held by SIF II and pledged to the Encina Credit Facility. The terms of the Encina Credit Facility required a minimum drawn amount of $ 12.5 million at all times during the first six months following the closing date, which increased to the greater of $ 25.0 million or 50 % of the commitment amount in effect at any time thereafter. Advances under the Encina Credit Facility originally bore 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 the selection by Encina and the Company of a replacement benchmark rate. 94 On January 27, 2023, we entered into the first amendment to the Encina Credit Agreement to, among other things: ● increase the borrowings available under the Encina Credit Facility from up to $50.0 million to up to $65.0 million; ● change the underlying benchmark used to compute interest under the Encina Credit Agreement from LIBOR to Term SOFR for a one-month tenor plus a 0.10% credit spread adjustment; ● increase the applicable effective margin rate on borrowings from 4.00% to 4.25%; ● extend the revolving period from October 4, 2024 to January 27, 2026; ● extend the period during which the borrower may request one or more increases in the borrowings available under the Encina Credit Facility (each such increase, a “Facility Increase”) from October 4, 2023 to January 27, 2025, and increased the maximum borrowings available pursuant to the Encina Facility Increase from $75.0 million to $150.0 million; ● revise the eligibility criteria for eligible collateral loans to exclude certain industries in which an obligor or related guarantor may be involved; and ● amend the provisions permitting the borrower to request an extension in the Commitment Termination Date (as defined in the Encina Credit Agreement) to allow requests to extend any applicable Commitment Termination Date, rather than a one-time request to extend the original Commitment Termination Date, subject to a notice requirement. In addition to any fees or other amounts payable under the terms of the Encina Credit Facility, an administrative agent fee per annum equal to $ 0.1 million is payable in equal monthly installments in arrears. As of May 31, 2024 and February 29, 2024, there were $ 32.5 million and $ 35.0 million outstanding borrowings under the Encina Credit Facility. During the applicable periods, the Company was in compliance with all of the limitations and requirements under the Encina Credit Agreement. Financing costs of $ 2.0 million related to the Encina Credit Facility have been capitalized and are being amortized over the term of the facility, with all existing financing costs amortized through January 27, 2026 from the date of the amendment and extension. For the three months ended May 31, 2024 and May 31, 2023, we recorded $ 0.9 million and $ 1.1 million of interest expense related to the Encina Credit Facility, respectively, which includes commitment and administrative agent fees. For the three months ended May 31, 2024 and May 31, 2023, we recorded $ 0.1 million and $ 0.1 million of deferred financing costs related to the Encina Credit Facility, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023, the weighted average interest rate on the outstanding borrowings under the Encina Credit Facility was 9.9 % and 9.41 %, respectively, and the average dollar amount of outstanding borrowings under the Encina Credit Facility was $ 34.8 million and $ 46.7 million, respectively. The Encina Credit Facility contains limitations as to how borrowed funds may be used, such as restrictions on industry concentrations, asset size, weighted average life, currency denomination and collateral interests. The Encina Credit Facility also includes certain requirements relating to portfolio performance, the violation of which could result in the limit of further advances and, in some cases, result in an event of default, allowing the lenders to accelerate repayment of amounts owed thereunder. Availability on the Encina Credit Facility will be subject to a borrowing base calculation, based on, among other things, applicable advance rates (which vary from 50.0% to 75.0% of par or fair value depending on the type of loan asset) and the value of certain “eligible” loan assets included as part of the borrowing base. Funds may be borrowed at the greater of the prevailing one-month SOFR rate, plus an applicable effective margin of 4.25%. In addition, the Company will pay the lender a commitment fee of 0.75% per year (or 0.50% if the ratio of advances outstanding to aggregate commitments is greater than or equal to 50%) on the unused amount of the Encina Credit Facility. Our borrowing base under the Encina Credit Facility is $ 85.6 million subject to the Encina Credit Facility cap of $ 65.0 million at May 31, 2024. For purposes of determining the borrowing base, most assets are assigned the values set forth in our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”). Accordingly, the May 31, 2024 borrowing base relies upon the valuations set forth in the Annual Report on Form 10-K for the period ended February 29, 2024. The valuations presented in this Quarterly Report on Form 10-Q will not be incorporated into the borrowing base until after this Quarterly Report on Form 10-Q is filed with the SEC. 95 Live Oak Facility On March 27, 2024, the Company and its wholly owned special purpose subsidiary, SIF III, entered into a credit and security agreement (the “Live Oak Credit Agreement”), by and among SIF III, as borrower, the Company, as collateral manager and equityholder, the lenders from time to time parties thereto, Live Oak , as administrative agent and collateral agent, U.S. Bank National Association, as custodian, and U.S. Bank Trust Company, National Association, as collateral administrator, relating to Live Oak Credit Facility. The Live Oak Credit Facility provides for borrowings in U.S. dollars in an aggregate amount of up to $ 50.0 million. During the first two years following the closing date, SIF III may request one or more increases in the commitment amount from $ 50.0 million to an amount not to exceed $ 150.0 million, subject to certain terms and conditions and a customary fee. The terms of the Live Oak Credit Agreement require a minimum drawn amount of $ 12.5 million at all times during the period ending March 27, 2025 and, thereafter, the greater of: (i) $ 25.0 million and (ii) 50 % of the facility amount in effect at such time. The Live Oak Credit Facility matures on March 27, 2027. Advances are available during the term of the Live Oak Credit Facility and must be repaid in full at maturity. SIF III may request an extension of the maturity date by an additional one year, subject to the agreement of the lenders and an extension fee. Advances under the Live Oak Credit Facility are subject to a borrowing base calculation, and the Live Oak Credit Facility has various eligibility criteria for loans to be included in the borrowing base. 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. The Live Oak Credit Agreement also provides for an unused fee of 0.50 % on the unused commitments. SIF III’s obligations to the lenders under the Live Oak Credit Facility are secured by a first priority security interest in substantially all of SIF III’s assets. In addition, SIF III’s obligations to the lenders under the Live Oak Credit Facility are secured by a pledge by the Company of its equity interests in SIF III, which is evidenced by the equity pledge agreement, dated as of March 27, 2024, by and between the Company, as pledgor, and Live Oak, as collateral agent for the benefit of the secured parties. In connection with the Live Oak Credit Agreement, the Company entered into a loan sale and contribution agreement with SIF III, dated as of March 27, 2024, by and between the Company, as seller, and SIF III, as purchaser, pursuant to which the Company will sell or contribute certain loans held by the Company to SIF III to be used to support the borrowing base under the Live Oak Credit Facility. The Live Oak Credit Facility permits loan proceeds and excess cash in SIF III’s collection accounts to be distributed to us at any time based on three business days advance notice, subject to compliance with various conditions, including the absence of a default or event of default, the absence of an over-advance against the borrowing base and the absence of a violation of the financial covenants. As of May 31, 2024 there was $ 13.0 million in outstanding borrowings under the Live Oak Credit Facility. During the applicable period, the Company was in compliance with all of the limitations and requirements under the Live Oak Credit Agreement. For the three months ended May 31, 2024, we recorded $ 0.3 million of interest expense related to the Live Oak Credit Facility, respectively, which includes commitment and administrative agent fees. For the three months ended May 31, 2024, we recorded $ 0.05 million of deferred financing costs related to the Live Oak Credit Facility. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024, the weighted average interest rate on the outstanding borrowings under the Live Oak Credit Facility was 9.5 %, and the average dollar amount of outstanding borrowings under the Live Oak Credit Facility was $ 12.9 million. Our borrowing base under the Live Oak Credit Facility is $ 70.2 million subject to the Live Oak Credit Facility cap of $ 50.0 million at May 31, 2024. For purposes of determining the borrowing base, most assets are assigned the values set forth in our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”). Accordingly, the May 31, 2024 borrowing base relies upon the valuations set forth in the Annual Report on Form 10-K for the period ended February 29, 2024. The valuations presented in this Quarterly Report on Form 10-Q will not be incorporated into the borrowing base until after this Quarterly Report on Form 10-Q is filed with the SEC. 96 SBA Debentures The Company’s wholly owned subsidiaries, SBIC II LP and SBIC III LP, received SBIC licenses from the SBA on August 14, 2019 and September 29, 2022, respectively. Each of the SBIC Subsidiaries provide up to $ 175.0 million in long-term capital in the form of debentures guaranteed by the SBA. Following its debentures being fully repaid to the SBA, SBIC LP surrendered its license on January 3, 2024, providing the Company access to all undistributed capital of SBIC LP, and SBIC LP subsequently merged with and into the Company. Under current SBIC regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $ 350.0 million. SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the equity securities of small businesses. Under present SBA regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $ 24.0 million and have average annual fully taxed net income not exceeding $ 8.0 million for the two most recent fiscal years. In addition, an SBIC must devote 25.0 % of its investment activity to “smaller enterprises” as defined by the SBA. A smaller enterprise is one that has a net worth not exceeding $ 6.0 million and has average annual fully taxed net income not exceeding $ 2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services. The SBIC Subsidiaries are able to borrow funds from the SBA against each SBIC’s regulatory capital (which generally approximates equity capital in the respective SBIC). The SBIC Subsidiaries are subject to customary regulatory requirements including but not limited to, a periodic examination by the SBA and requirements to maintain certain minimum financial ratios and other covenants. Receipt of an SBIC license does not assure that the SBIC Subsidiaries will receive SBA-guaranteed debenture funding, which is dependent upon the SBIC Subsidiaries complying with SBA regulations and policies. The SBA, as a creditor, will have a superior claim to each SBIC Subsidiaries’ assets over the Company’s stockholders and debtholders in the event that the Company liquidates such SBIC Subsidiary or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC Subsidiary upon an event of default. The Company received exemptive relief from the SEC to permit it to exclude the debentures guaranteed by the SBA of the SBIC Subsidiaries from the definition of senior securities in the asset coverage test under the 1940 Act. This allows the Company increased flexibility under the asset coverage requirement by permitting it to borrow up to $ 350.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. As of May 31, 2024, we have funded SBIC II LP and SBIC III LP with an aggregate total of equity capital of $ 87.5 million and $ 66.7 million, respectively, and have $ 214.0 million in SBA-guaranteed debentures outstanding, of which $ 175.0 million was held by SBIC II LP and $ 39.0 million held in SBIC III LP. As noted above, as of May 31, 2024, there was $ 214.0 million of SBA debentures outstanding and as of February 29, 2024, there was $ 214.0 million of SBA debentures outstanding. The carrying amount of the amount outstanding of SBA debentures approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy. Financing costs of $6.0 million, and $0.4 million related to the SBA debentures issued by SBIC II LP and SBIC III LP, respectively, have been capitalized and are being amortized over the term of the commitment and drawdown. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 1.8 million and $ 1.5 million of interest expense related to the SBA debentures, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 0.2 million and $ 0.2 million of amortization of deferred financing costs related to the SBA debentures, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. The weighted average interest rate during the three months ended May 31, 2024 and May 31, 2023 on the outstanding borrowings of the SBA debentures was 3.36 % and 2.88 %, respectively. During the three months ended May 31, 2024 and May 31, 2023, the average dollar amount of SBA debentures outstanding was $ 214.0 million and $ 202.0 million, respectively. 97 Notes 7.75% 2025 Notes On July 9, 2020, the Company issued $ 5.0 million in aggregate principal amount of 7.75 % fixed-rate notes due in 2025 (the “ 7.75 % 2025 Notes”) for net proceeds of $ 4.8 million after deducting underwriting commissions of approximately $ 0.2 million. Offering costs incurred were approximately $ 0.1 million. Interest on the 7.75% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per year. The 7.75% 2025 Notes mature on July 9, 2025 and may be redeemed in whole or in part at any time or from time to time at the Company’s option subject to a fee depending on the date of repayment. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 0.3 million related to the 7.75% 2025 Notes have been capitalized and are being amortized over the term of the 7.75% 2025 Notes. As of May 31, 2024, the total 7.75% 2025 Notes outstanding was $ 5.0 million. The 7.75% 2025 Notes are not listed and have a par value of $ 25.00 per note. The carrying amount of the outstanding 7.75% 2025 Notes had a fair value of $ 5.0 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 7.75% 2025 Notes was $ 5.0 million and $ 5.0 million, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 0.1 million and $ 0.1 million, respectively, of interest expense and $ 0.01 million and $ 0.01 million, respectively, of amortization of deferred financing costs related to the 7.75% 2025 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023, the average dollar amount of 7.75% 2025 Notes outstanding was $ 5.0 million and $ 5.0 million respectively. 6.25% 2027 Notes On December 29, 2020, the Company issued $ 5.0 million in aggregate principal amount of 6.25 % fixed-rate notes due in 2027 (the “6.25% 2027 Notes”). Offering costs incurred were approximately $ 0.1 million. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year. The 6.25% 2027 Notes mature on December 29, 2027 and may be redeemed in whole or in part at any time or from time to time at the Company’s option, on or after December 29, 2024. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 0.1 million related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the Notes. On January 28, 2021, the Company issued an additional $ 10.0 million in aggregate principal amount of the 6.25% 2027 Notes for net proceeds of $ 9.7 million after deducting underwriting commissions of approximately $ 0.3 million (the “Additional 6.25% 2027 Notes”). Offering costs incurred were approximately $ 0.1 million. The Additional 6.25% 2027 Notes are treated as a single series with the existing 6.25% 2027 Notes under the indenture and have the same terms as the existing 6.25% 2027 Notes. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year. The 6.25% 2027 Notes mature on January 28, 2027 and commencing January 28, 2023, may be redeemed in whole or in part at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 0.4 million related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the 6.25% 2027 Notes. The 6.25% 2027 Notes are not listed and have a par value of $ 25.00 per note. As of May 31, 2024, the total 6.25% 2027 Notes outstanding was $ 15.0 million. The 6.25% 2027 Notes are not listed and have a par value of $ 25.00 per note. The carrying amount of the outstanding 6.25% 2027 Notes had a fair value of $ 14.3 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 6.25% 2027 Notes was $ 15.0 million and $ 14.2 million, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 0.2 million and $ 0.2 million, respectively, of interest expense and $ 0.02 million and $ 0.02 million, respectively, of amortization of deferred financing costs related to the 6.25% 2027 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023 the average dollar amount of 6.25% 2027 Notes outstanding was $ 15.0 million and $ 15.0 million respectively. 98 4.375% 2026 Notes On March 10, 2021, the Company issued $ 50.0 million in aggregate principal amount of 4.375 % fixed-rate notes due in 2026 (the “4.375% 2026 Notes”) for net proceeds of $ 49.0 million after deducting underwriting commissions of approximately $ 1.0 million. Offering costs incurred were approximately $ 0.3 million. Interest on the 4.375% 2026 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year. The 4.375% 2026 Notes mature on February 28, 2026 and may be redeemed in whole or in part at any time on or after November 28, 2025 at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 1.3 million related to the 4.375% 2026 Notes have been capitalized and are being amortized over the term of the 4.375% 2026 Notes. On July 15, 2021, the Company issued an additional $ 125.0 million in aggregate principal amount of the 4.375% 2026 Notes (the “Additional 4.375% 2026 Notes”) for net proceeds for approximately $ 123.8 million, based on the public offering price of 101.00 % of the aggregate principal amount of the Additional 4.375% 2026 Notes, after deducting the underwriting commissions of $ 2.5 million. Offering costs incurred were approximately $ 0.2 million. The Additional 4.375% 2026 Notes are treated as a single series with the existing 4.375% 2026 Notes under the indenture and have the same terms as the existing 4.375% 2026 Notes. The net proceeds from the offering were used to redeem all of the outstanding 6.25% 2025 Notes (as described above), and for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 2.7 million have been capitalized and are being amortized over the term of the additional 4.375% 2026 Notes. As of May 31, 2024, the total 4.375% 2026 Notes outstanding was $ 175.0 million. The 4.375% 2026 Notes are not listed and are issued in minimum denominations of $ 2,000 and integral multiples of $ 1,000 in excess thereof. The carrying amount of the outstanding 4.375% 2026 Notes had a fair value of $ 164.7 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 4.375% 2026 Notes was $ 175.0 million and $ 163.4 million, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 1.9 million and $ 1.9 million, respectively, of interest expense, $ 0.2 million and $ 0.2 million, respectively, of amortization of deferred financing costs and $ 0.06 million and $ 0.06 million, respectively, of amortization of premium on issuance of 4.375% Notes due 2026 (inclusive of the issuance of the Additional 4.375% 2026 Notes). Interest expense, amortization of deferred financing costs and amortization of premium on issuance of notes are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023, the average dollar amount of 4.375% 2026 Notes outstanding was $ 175.0 million and $ 175.0 million, respectively. 4.35% 2027 Notes On January 19, 2022, the Company issued $ 75.0 million in aggregate principal amount of 4.35 % fixed-rate notes due in 2027 (the “4.35% 2027 Notes”) for net proceeds of $ 73.0 million, based on the public offering price of 99.317 % of the aggregate principal amount of the 4.35% 2027 Notes, after deducting the underwriting commissions of approximately $ 1.5 million. Offering costs incurred were approximately $ 0.3 million. Interest on the 4.35% 2027 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.35% per year. The 4.35% 2027 Notes mature on February 28, 2027 and may be redeemed in whole or in part at the Company’s option at any time prior to November 28, 2026, at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 1.8 million related to the 4.35% 2027 Notes have been capitalized and are being amortized over the term of the 4.35% 2027 Notes. As of May 31, 2024, the total 4.35% 2027 Notes outstanding was $ 75.0 million. The 4.35% 2027 Notes are not listed. The carrying amount of the outstanding 4.35% 2027 Notes had a fair value of $ 68.3 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 4.35% 2027 Notes was $ 75.0 million and $ 64.5 million, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 0.8 million and $ 0.8 million, respectively, of interest expense, $ 0.1 million and $ 0.1 million, respectively, of amortization of deferred financing costs and $ 0.03 million and $ 0.02 million, respectively, of amortization of on issuance of the 4.35% Notes due 2027 (inclusive of the issuance of the Additional 4.35% 2027 Notes). Interest expense, amortization of deferred financing costs, and amortization of discount on issuance of notes and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023, the average dollar amount of 4.35% 2027 Notes outstanding was $ 75.0 million and $ 75.0 million, respectively. 99 6.00% 2027 Notes On April 27, 2022, the Company issued $ 87.5 million in aggregate principal amount of 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $ 84.8 million after deducting underwriting commissions of approximately $ 2.7 million. Offering costs incurred were approximately $ 0.1 million. On May 10, 2022, the underwriters partially exercised their option to purchase an additional $ 10.0 million in aggregate principal amount of the 6.00% 2027 Notes. Net proceeds to the Company were $ 9.7 million after deducting underwriting commissions of approximately $ 0.3 million. Interest on the 6.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per year. The 6.00% 2027 Notes mature on April 30, 2027 and commencing April 27, 2024, may be redeemed in whole or in part at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 3.3 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes. The 6.00% 2027 Notes are listed on the NYSE under the trading symbol “SAT” with a par value of $ 25.00 per note. On August 15, 2022, the Company issued an additional $ 8.0 million in aggregate principal amount of the 6.00% 2027 Notes (the “Additional 6.00% 2027 Notes”) for net proceeds of $ 7.8 million, based on the public offering price of 97.80 % of the aggregate principal amount of the 6.00 % 2027 Notes. Additional offering costs incurred were approximately $ 0.2 million. The Additional 6.00% 2027 Notes are treated as a single series with the existing 6.00% 2027 Notes under the indenture and have the same terms as the existing 6.00% 2027 Notes. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Additional financing costs of $ 0.3 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes. As of May 31, 2024, the carrying amount and fair value of the 6.00% 2027 Notes was $ 105.5 million and $ 101.6 million, respectively. The fair value of the 6.00% 2027 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 6.00% 2027 Notes was $ 105.5 million and $ 100.7 million, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 1.6 million and $ 1.6 million, respectively, of interest expense, $ 0.2 million and $ 0.2 million, respectively, of amortization of deferred financial costs and $ 0.01 million and $ 0.01 million, respectively, of amortization of discount on issuance of 6.00% Notes due 2027. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023, the average dollar amount of 6.00% 2027 Notes outstanding was $ 105.5 million and $ 105.5 million, respectively. 7.00% 2025 Notes On September 8, 2022, the Company issued $ 12.0 million in aggregate principal amount of 7.00 % fixed-rate notes due 2025 (the “7.00% 2025 Notes”) for net proceeds of $ 11.6 million after deducting underwriting discounts of approximately $ 0.4 million. Additional offering costs incurred were approximately $ 0.05 million. Interest on the 7.00% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.00% per year. The 7.00% 2025 Notes mature on September 8, 2025 and commencing September 8, 2024, may be redeemed in whole or in part at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 0.04 million related to the 7.00% 2025 Notes have been capitalized and are being amortized over the term of the 7.00% 2025 Notes. As of May 31, 2024, the total of the 7.00% 2025 Notes outstanding was $12.0 million. The 7.00% 2025 Notes are not listed. The carrying amount of the outstanding 7.00% 2025 Notes had a fair value of $ 11.8 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 7.00% 2025 Notes was $ 12.0 million and $ 11.8 million, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 0.2 million and $ 0.2 million, respectively, of interest expense, $ 0.03 million and $ 0.03 million, respectively, of amortization of deferred financial costs and $ 0.03 million and $ 0.03 million, respectively, of amortization of discount on issuance of 7.00% 2025 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023, the average dollar amount of 7.00% 2025 Notes outstanding was $ 12.0 million and $ 12.0 million, respectively. 100 8.00% 2027 Notes On October 27, 2022, the Company issued $ 40.0 million in aggregate principal amount of our 8.00% fixed-rate notes due 2027 (the “8.00% 2027 Notes”) for net proceeds of $ 38.7 million after deducting underwriting commissions of approximately $ 1.3 million. Offering costs incurred were approximately $ 0.2 million. On November 10, 2022, the underwriters partially exercised their option to purchase an additional $ 6.0 million in aggregate principal amount of the 8.00% 2027 Notes. Net proceeds to the Company were $ 5.8 million after deducting underwriting commissions of approximately $ 0.2 million. Interest on the 8.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.00% per year . The 8.00% 2027 Notes mature on October 31, 2027 and commencing October 27, 2024, may be redeemed in whole or in part at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 1.7 million related to the 8.00% 2027 Notes have been capitalized and are being amortized over the term of the 8.00% 2027 Notes. The 8.00% 2027 Notes are listed on the NYSE under the trading symbol “SAJ” with a par value of $ 25.00 per note. As of May 31, 2024, the carrying amount and fair value of the 8.00% 2027 Notes was $ 46.0 million and $ 46.0 million, respectively. The fair value of the 8.00% 2027 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 8.00% 2027 Notes was $ 46.0 million and $ 46.2 million, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 0.9 million and $ 0.9 million, respectively, of interest expense and $ 0.09 million and $ 0.09 million, respectively, of amortization of deferred financing costs related to the 8.00% 2027 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023, the average dollar amount of 8.00% 2027 Notes outstanding was $ 46.0 million and $ 46.0 million, respectively. 8.125% 2027 Notes On December 13, 2022, the Company issued $ 52.5 million in aggregate principal amount of 8.125 % fixed-rate notes due 2027 (the “8.125% 2027 Notes”) for net proceeds of $ 50.8 million after deducting underwriting commissions of approximately $ 1.6 million. Offering costs incurred were approximately $ 0.1 million. On December 21, 2022, the underwriters fully exercised their option to purchase an additional $7.9 million in aggregate principal amount of the 8.125% 2027 Notes. Net proceeds to the Company were $7.6 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.125% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.125% per year. The 8.125% 2027 Notes mature on December 31, 2027 and commencing December 13, 2024, may be redeemed in whole or in part at any time or from time to time at the Company’s option. The net proceeds from this offering were used to make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with the Company’s investment objective and strategies and for general corporate purposes. Financing costs of $2.0 million related to the 8.125% 2027 Notes have been capitalized and are being amortized over the term of the 8.125% 2027 Notes. The 8.125% 2027 Notes are listed on the NYSE under the trading symbol “SAY” with a par value of $ 25.00 per note. As of May 31, 2024, the carrying amount and fair value of the 8.125% 2027 Notes was $ 60.4 million and $ 60.6 million, respectively. The fair value of the 8.125% 2027 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 8.125% 2027 Notes was $ 60.4 million and $ 60.8 million, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 1.2 million and $ 1.2 million, respectively, of interest expense and $ 0.1 million and $ 0.1 million, respectively, of amortization of deferred financing costs related to the 8.125% 2027 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023 the average dollar amount of 8.125% 2027 Notes outstanding was $ 60.4 million and $ 60.4 million respectively. 101 8.75% 2025 Notes On March 31, 2023, the Company issued $ 10.0 million in aggregate principal amount of 8.75% fixed-rate notes due 2024 (the “8.75% 2025 Notes”) for net proceeds of $ 9.7 million after deducting underwriting discounts of approximately $ 0.4 million. On May 1, 2023, the Company issued an additional $ 10.0 million in aggregate principal amount of the 8.75% 2025 Notes for net proceeds of $ 9.7 million after deducting underwriting discounts of approximately $ 0.4 million. Offering costs incurred were approximately $ 0.03 million. Interest on the 8.75% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.75% per year. On February 2, 2024, pursuant to the terms of the indenture governing the 8.75% 2025 Notes, the Company elected to exercise its option to extend the maturity date of the 8.75% 2025 Notes from March 31, 2024 to March 31, 2025. Net proceeds from this offering were used to make investments in middle-market companies (including investments made through the SBIC Subsidiaries) in accordance with the Company’s investment objective and strategies and general corporate purposes. Financing costs and discounts of $0.7 million related to the 8.75% 2025 Notes have been capitalized and are being amortized over the term of the 8.75% 2025 Notes. As of May 31, 2024, the total 8.75% 2025 Notes outstanding was $ 20.0 million. The 8.75% 2025 Notes are not listed. The carrying amount of the outstanding 8.75% 2025 Notes had a fair value of $ 20.1 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 8.75% 2025 Notes was $20.0 million and $20.1 million, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 0.4 million and $ 0.2 million, respectively, of interest expense, $ 0.03 million and $ 0.1 million, respectively, of amortization of deferred financial costs and $ 0.03 million and $ 0.1 million, respectively, of amortization of discount related to the 8.75% 2025 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023 the average dollar amount of 8.75% 2025 Notes outstanding was $ 20.0 million and $ 10.0 million respectively. 8.50% 2028 Notes On April 14, 2023, the Company issued $ 50.0 million in aggregate principal amount of 8.50% fixed-rate notes due 2028 (the “8.50% 2028 Notes”) for net proceeds of $ 48.4 million after deducting underwriting commissions of approximately $ 1.6 million. Offering costs incurred were approximately $ 0.03 million. On April 26, 2023, the underwriters fully exercised their option to purchase an additional $ 7.5 million in aggregate principal amount of the 8.50% 2028 Notes. Net proceeds to the Company were $ 7.3 million after deducting underwriting commissions of approximately $ 0.2 million. Interest on the 8.50% 2028 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.50% per year. The 8.50% 2028 Notes mature on April 15, 2028, and commencing April 14, 2025, may be redeemed in whole or in part at any time or from time to time at the Company’s option. Net proceeds from this offering were used to repay a portion of the outstanding indebtedness under the Encina Credit Facility, make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with the Company’s investment objective and strategies and for general corporate purposes. Financing costs of $ 2.0 million related to the 8.50% 2028 Notes have been capitalized and are being amortized over the term of the 8.50% 2028 Notes. As of May 31, 2024, the total 8.50% 2028 Notes outstanding was $ 57.5 million. The 8.50% 2028 Notes are listed on the NYSE under the trading symbol “SAZ” with a par value of $ 25.00 per note. As of May 31, 2024, the carrying amount and fair value of the 8.50% 2028 Notes was $ 57.5 million and $ 57.9 million, respectively. The fair value of the 8.50% 2028 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 29, 2024, the carrying amount and fair value of the 8.50% 2028 Notes was $ 57.5 million and $ 58.3 million, respectively. For the three months ended May 31, 2024 and May 31, 2023, the Company recorded $ 1.2 million and $ 0.7 million, respectively, of interest expense and $ 0.1 million and $ 0.5 million, respectively, of amortization of deferred financing costs related to the 8.50% 2028 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2024 and May 31, 2023 the average dollar amount of 8.50% 2028 Notes outstanding was $ 57.5 million and $ 28.4 million respectively. 102 SENIOR SECURITIES (dollar amounts in thousands, except per share data) Total Amount Outstanding Involuntary Average Exclusive of Asset Liquidating Market Treasury Coverage Preference Value Class and Year (1)(2) Securities(3) per Unit(4) per Share(5) per Share(6) (in thousands) Credit Facility with Encina Lender Finance, LLC Fiscal year 2025 (as of May 31, 2024) $ 32,500 $ 1,596 - N/A Fiscal year 2024 (as of February 29, 2024) $ 35,000 $ 1,610 - N/A Fiscal year 2023 (as of February 28, 2023) $ 32,500 $ 1,659 - N/A Fiscal year 2022 (as of February 28, 2022) $ 12,500 $ 2,093 - N/A Credit Facility with Live Oak Banking Company Fiscal year 2025 (as of May 31, 2024) $ 13,000 $ 1,596 - N/A Credit Facility with Madison Capital Funding(14) Fiscal year 2021 (as of February 28, 2021) $ - $ 3,471 - N/A Fiscal year 2020 (as of February 29, 2020) $ - $ 6,071 - N/A Fiscal year 2019 (as of February 28, 2019) $ - $ 2,345 - N/A Fiscal year 2018 (as of February 28, 2018) $ - $ 2,930 - N/A Fiscal year 2017 (as of February 28, 2017) $ - $ 2,710 - N/A Fiscal year 2016 (as of February 29, 2016) $ - $ 3,025 - N/A Fiscal year 2015 (as of February 28, 2015) $ 9,600 $ 3,117 - N/A Fiscal year 2014 (as of February 28, 2014) $ - $ 3,348 - N/A Fiscal year 2013 (as of February 28, 2013) $ 24,300 $ 5,421 - N/A Fiscal year 2012 (as of February 29, 2012) $ 20,000 $ 5,834 - N/A Fiscal year 2011 (as of February 28, 2011) $ 4,500 $ 20,077 - N/A Fiscal year 2010 (as of February 28, 2010) $ - $ - - N/A Fiscal year 2009 (as of February 28, 2009) $ - $ - - N/A Fiscal year 2008 (as of February 29, 2008) $ - $ - - N/A Fiscal year 2007 (as of February 28, 2007) $ - $ - - N/A 7.50% Notes due 2020(7) Fiscal year 2017 (as of February 28, 2017) $ - $ - - N/A Fiscal year 2016 (as of February 29, 2016) $ 61,793 $ 3,025 - $ 25.24 (8) Fiscal year 2015 (as of February 28, 2015) $ 48,300 $ 3,117 - $ 25.46 (8) Fiscal year 2014 (as of February 28, 2014) $ 48,300 $ 3,348 - $ 25.18 (8) Fiscal year 2013 (as of February 28, 2013) $ - $ - - N/A Fiscal year 2012 (as of February 29, 2012) $ - $ - - N/A Fiscal year 2011 (as of February 28, 2011) $ - $ - - N/A Fiscal year 2010 (as of February 28, 2010) $ - $ - - N/A Fiscal year 2009 (as of February 28, 2009) $ - $ - - N/A Fiscal year 2008 (as of February 29, 2008) $ - $ - - N/A Fiscal year 2007 (as of February 28, 2007) $ - $ - - N/A 6.75% Notes due 2023(9) Fiscal year 2020 (as of February 29, 2020) $ - $ - - N/A Fiscal year 2019 (as of February 28, 2019) $ 74,451 $ 2,345 - $ 25.74 (10) Fiscal year 2018 (as of February 28, 2018) $ 74,451 $ 2,930 - $ 26.05 (10) Fiscal year 2017 (as of February 28, 2017) $ 74,451 $ 2,710 - $ 25.89 (10) 8.75% Notes due 2025 Fiscal year 2025 (as of May 31, 2024) $ 20,000 $ 1,596 - $ 25.00 (12) Fiscal year 2024 (as of February 29, 2024) $ 20,000 $ 1,610 - $ 25.00 (12) 6.25% Notes due 2025(13) Fiscal year 2022 (as of February 28, 2022) - - - N/A Fiscal year 2021 (as of February 28, 2021) $ 60,000 $ 3,471 - $ 24.24 (11) Fiscal year 2020 (as of February 29, 2020) $ 60,000 $ 6,071 - $ 25.75 (11) Fiscal year 2019 (as of February 28, 2019) $ 60,000 $ 2,345 - $ 24.97 (11) 7.00% Notes due 2025 Fiscal year 2025 (as of May 31, 2024) $ 12,000 $ 1,596 - $ 25.00 (12) Fiscal year 2024 (as of February 29, 2024) $ 12,000 $ 1,610 - $ 25.00 (12) Fiscal year 2023 (as of February 28, 2023) $ 12,000 $ 1,659 - $ 25.00 (12) 103 Total Amount Outstanding Involuntary Average Exclusive of Asset Liquidating Market Treasury Coverage Preference Value Class and Year (1)(2) Securities(3) per Unit(4) per Share(5) per Share(6) (in thousands) 7.25% Notes due 2025(17) Fiscal year 2023 (as of February 28, 2023) - - - N/A Fiscal year 2022 (as of February 28, 2022) $ 43,125 $ 2,093 - $ 25.46 (11) Fiscal year 2021 (as of February 28, 2021) $ 43,125 $ 3,471 - $ 25.77 (11) 7.75% Notes due 2025 Fiscal year 2025 (as of May 31, 2024) $ 5,000 $ 1,596 - $ 25.00 (12) Fiscal year 2024 (as of February 29, 2024) $ 5,000 $ 1,610 - $ 25.00 (12) Fiscal year 2023 (as of February 28, 2023) $ 5,000 $ 1,659 - $ 25.00 (12) Fiscal year 2022 (as of February 28, 2022) $ 5,000 $ 2,093 - $ 25.00 (12) Fiscal year 2021 (as of February 28, 2021) $ 5,000 $ 3,471 - $ 25.00 (12) 4.375% Notes due 2026 Fiscal year 2025 (as of May 31, 2024) $ 175,000 $ 1,596 - $ 25.00 (12) Fiscal year 2024 (as of February 29, 2024) $ 175,000 $ 1,610 - $ 25.00 (12) Fiscal year 2023 (as of February 28, 2023) $ 175,000 $ 1,659 - $ 25.00 (12) Fiscal year 2022 (as of February 28, 2022) $ 175,000 $ 2,093 - $ 25.00 (12) 4.35% Notes due 2027 Fiscal year 2025 (as of May 31, 2024) $ 75,000 $ 1,596 - $ 25.00 (12) Fiscal year 2024 (as of February 29, 2024) $ 75,000 $ 1,610 - $ 25.00 (12) Fiscal year 2023 (as of February 28, 2023) $ 75,000 $ 1,659 - $ 25.00 (12) Fiscal year 2022 (as of February 28, 2022) $ 75,000 $ 2,093 - $ 25.00 (12) 6.00% Notes due 2027 Fiscal year 2025 (as of May 31, 2024) $ 105,500 $ 1,596 - $ 24.14 (15) Fiscal year 2024 (as of February 29, 2024) $ 105,500 $ 1,610 - $ 23.51 (15) Fiscal year 2023 (as of February 28, 2023) $ 105,500 $ 1,659 - $ 23.97 (15) 6.25% Notes due 2027 Fiscal year 2025 (as of May 31, 2024) $ 15,000 $ 1,596 - $ 25.00 (12) Fiscal year 2024 (as of February 29, 2024) $ 15,000 $ 1,610 - $ 25.00 (12) Fiscal year 2023 (as of February 28, 2023) $ 15,000 $ 1,659 - $ 25.00 (12) Fiscal year 2022 (as of February 28, 2022) $ 15,000 $ 2,093 - $ 25.00 (12) Fiscal year 2021 (as of February 28, 2021) $ 15,000 $ 3,471 - $ 25.00 (12) 8.00% Notes due 2027 Fiscal year 2025 (as of May 31, 2024) $ 46,000 $ 1,596 - $ 25.09 (15) Fiscal year 2024 (as of February 29, 2024) $ 46,000 $ 1,610 - $ 25.00 (15) 8.125% Notes due 2027 Fiscal year 2025 (as of May 31, 2024) $ 60,375 $ 1,596 - $ 25.21 (15) Fiscal year 2024 (as of February 29, 2024) $ 60,375 $ 1,610 - $ 25.05 (15) Fiscal year 2023 (as of February 28, 2023) $ 60,375 $ 1,659 - $ 25.10 (15) 8.50% Notes due 2028 Fiscal year 2025 (as of May 31, 2024) $ 57,500 $ 1,596 - $ 25.35 (16) Fiscal year 2024 (as of February 29, 2024) $ 57,500 $ 1,610 - $ 25.17 (16) (1) We have excluded our SBA-guaranteed debentures from this table because the SEC has granted us exemptive relief that permits us to exclude such debentures from the definition of senior securities in the 150 % asset coverage ratio we are required to maintain under the 1940 Act. (2) This table does not include the senior securities of our predecessor entity, GSC Investment Corp., relating to a revolving securitized credit facility with Deutsche Bank, in light of the fact that the Company was under different management during the time that such credit facility was outstanding. (3) Total amount of senior securities outstanding at the end of the period presented. (4) Asset coverage per unit is the ratio of our total assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $ 1,000 of indebtedness, calculated on a total basis. (5) The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” indicates information which the Securities and Exchange Commission expressly does not require to be disclosed for certain types of senior securities. (6) Not applicable for credit facility because not registered for public trading. (7) On January 13, 2017, the Company redeemed in full its 2020 Notes. The Company used a portion of the net proceeds from the 2023 Notes offering, which was completed in December 2016, to redeem the 2020 Notes in full. 104 (8) Based on the average daily trading price of the 2020 Notes on the NYSE. (9) On December 21, 2019 and February 7, 2020, the Company redeemed $ 50.0 million and $ 24.45 million, respectively, in aggregate principal amount of the $ 74.45 million in aggregate principal amount of issued and outstanding 2023 Notes. (10) Based on the average daily trading price of the 2023 Notes on the NYSE. (11) Based on the average daily trading price of the 2025 Notes on the NYSE. (12) The carrying value of this unlisted security approximates its fair value, based on a waterfall analysis showing adequate collateral coverage. (13) On August 31, 2021, the Company redeemed $ 60.0 million in aggregate principal amount of the issued and outstanding 6.25 % 2025 Notes. The Company used a portion of the net proceeds from the 4.375 % 2026 Notes offering, which was completed in July 2021, to redeem the 6.25 % 2025 Notes in full. (14) On October 4, 2021, the Company repaid all remaining amounts outstanding under the Madison Credit Facility and the credit agreement relating to the Madison Credit Facility was terminated. (15) Based on the average daily trading price of the 2027 Notes on the NYSE. (16) Based on the average daily trading price of the 2028 Notes on the NYSE. (17) On July 14, 2022, the Company redeemed $ 43.1 million in aggregate principal amount of the issued and outstanding 7.25 % 2025 Notes. Note 9. Commitments and Contingencies Contractual Obligations The following table shows our payment obligations for repayment of debt and other contractual obligations at May 31, 2024: Payment Due by Period Less Than 1 - 3 3 - 5 More Than Long-Term Debt Obligations Total 1 Year Years Years 5 Years ($ in thousands) Encina credit facility $ 32,500 $ - $ 32,500 $ - $ - Live Oak credit facility 13,000 - 13,000 - - SBA debentures 214,000 - - - 214,000 8.75% 2025 Notes 20,000 20,000 - - - 7.00% 2025 Notes 12,000 - 12,000 - - 7.75% 2025 Notes 5,000 - 5,000 - - 4.375% 2026 Notes 175,000 - 175,000 - - 4.35% 2027 Notes 75,000 - 75,000 - 6.00% 2027 Notes 105,500 - - 105,500 - 6.25% 2027 Notes 15,000 - - 15,000 - 8.00% 2027 Notes 46,000 - - 46,000 - 8.125% 2027 Notes 60,375 - - 60,375 - 8.50% 2028 Notes 57,500 - - 57,500 - Total Long-Term Debt Obligations $ 830,875 $ 20,000 $ 312,500 $ 284,375 $ 214,000 Off-Balance Sheet Arrangements As of May 31, 2024 and February 29, 2024, the Company’s off-balance sheet arrangements consisted of $ 132.0 million and $ 132.4 million, respectively, of unfunded commitments outstanding to provide debt financing to its portfolio companies or to fund limited partnership interests. Such commitments are generally up to the Company’s discretion to approve, or the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected in the Company’s consolidated statements of assets and liabilities. 105 A summary of the unfunded commitments outstanding as of May 31, 2024 and February 29, 2024 is shown in the table below (dollars in thousands): May 31, 2024 February 29, 2024 At Company’s discretion ActiveProspect, Inc. $ 10,000 $ 10,000 Artemis Wax Corp. 23,500 23,500 Ascend Software, LLC 5,000 5,000 C2 Educational Systems 2,000 Granite Comfort, LP 750 750 JDXpert 5,000 5,000 LFR Chicken LLC 10,000 - Pepper Palace, Inc. 1,286 1,898 Procurement Partners, LLC 4,250 4,250 Saratoga Senior Loan Fund I JV, LLC 8,548 8,548 Sceptre Hospitality Resources, LLC - 5,000 Stretch Zone Franchising, LLC 3,750 3,750 VetnCare MSO, LLC 10,000 10,000 Total $ 84,084 $ 77,696 At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required Alpha Aesthetics Partners OpCo, LLC $ 3,903 $ 6,500 ARC Health OpCo LLC - 2,585 Axero Holdings, LLC - Revolver 500 500 Axiom Medical Consulting, LLC 2,000 2,000 BQE Software, Inc. 3,250 3,250 C2 Educational Systems - 3,000 Davisware, LLC - 750 Exigo, LLC - Revolver 625 1,042 Gen4 Dental Partners Holdings, LLC 2,857 - GoReact 1,000 2,500 Granite Comfort, LP 11,637 11,637 Inspect Point Holding, LLC 1,500 1,500 Pepper Palace, Inc. - Revolver 2,500 2,500 Stretch Zone Franchising, LLC 1,500 1,500 VetnCare MSO, LLC 15,319 15,319 Zollege PBC - 150 46,591 54,733 Total $ 130,675 $ 132,429 The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments. As of May 31, 2024, the Company had cash and cash equivalents of $ 32.2 million, $ 32.5 million in available borrowings under the Encina Credit Facility, and $ 37.0 million in available borrowings under the Live Oak Credit Facility. 106 Note 10. Directors Fees The independent directors each receive an annual fee of $ 70,000 . They also receive $ 3,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and receive $ 1,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the chairman of the Audit Committee receives an annual fee of $ 12,500 and the chairman of each other committee of the board of directors receives an annual fee of $ 6,000 for their additional services in these capacities. In addition, we have purchased directors’ and officers’ liability insurance on behalf of our directors and officers. Independent directors have the option to receive their directors’ fees in the form of our common stock issued at a price per share equal to the greater of NAV or the market price at the time of payment. No compensation is paid to directors who are “interested persons” of the Company (as defined in Section 2(a)(19) of the 1940 Act). For the three months ended May 31, 2024 and May 31, 2023, the Company incurred $ 0.1 million and $ 0.09 million for directors’ fees and expenses, respectively. As of May 31, 2024 and February 29, 2024, $ 0.0 million and $ 0.00 million in directors’ fees and expenses were accrued and unpaid, respectively. As of May 31, 2024, the Company had not issued any common stock to our directors as compensation for their services. Note 11. Stockholders’ Equity Share Repurchases On September 24, 2014, the Company announced the approval of an open market share repurchase plan that originally allowed 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 consolidated financial statements (the “Share Repurchase Plan”). Since September 24, 2014, 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 8, 2024, the Company’s board of directors extended the Share Repurchase Plan for another year to January 15, 2025. As of May 31, 2024, the Company had purchased 1,035,203 shares of common stock, at the average price of $ 22.05 for approximately $ 22.8 million pursuant to the Share Repurchase Plan. During the three months ended May 31, 2024, the Company did not purchase any shares of common stock pursuant to the Share Repurchase Plan. Public Equity Offering On July 13, 2018, the Company issued 1,150,000 shares of its common stock priced at $ 25.00 per share (par value $ 0.001 per share) at an aggregate total of $ 28.75 million. The net proceeds, after deducting underwriting commissions of $ 1.15 million and offering costs of approximately $ 0.2 million, amounted to approximately $ 27.4 million. The Company also granted the underwriters a 30-day option to purchase up to an additional 172,500 shares of its common stock, which was not exercised. Equity ATM Program On March 16, 2017, the Company entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which the Company offered for sale, from time to time, up to $ 30.0 million of the Company’s common stock through an ATM offering. Subsequent to this, BB&T Capital Markets and B. Riley FBR, Inc. were also added to the agreement. On July 11, 2019, the amount of the common stock to be offered was increased to $ 70.0 million, and on October 8, 2019, the amount of the common stock to be offered was increased to $ 130.0 million. This agreement was terminated as of July 29, 2021, and as of that date, the Company had sold 3,922,018 shares for gross proceeds of $ 97.1 million at an average price of $ 24.77 for aggregate net proceeds of $ 95.9 million (net of transaction costs). On July 30, 2021, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and Compass Point Research and Trading, LLC (“Compass Point”), through which the Company may offer for sale, from time to time, up to $ 150.0 million of the Company’s common stock through the Agents (as defined below), or to them, as principal for their account (the “ATM Program”). On July 6, 2023, the Company amended the Equity Distribution Agreement to increase the maximum amount of shares of our common stock to be sold through the ATM Program to $ 300.0 million from $ 150.0 million. On July 19, 2023, the Company amended the Equity Distribution Agreement to add an additional distribution agent, Raymond James & Associates, Inc. (“Raymond James”). On May 15, 2024, the Company amended the Equity Distribution Agreement to add an additional distribution agent, Lucid Capital Markets, LLC (“Lucid” and together with Ladenburg, Compass Point, and Raymond James, the “Agents”). The sales price per share of the Company’s common stock offered under the ATM Program, less the Agents’ commission, will not be less than the NAV per share of the Company’s common stock at the time of such sale. Consistent with the terms of the ATM Program, the Manager may, from time to time and in its sole discretion, contribute proceeds necessary to ensure that no sales are made at a price below the then-current NAV per share. As of May 31, 2024, the Company sold 6,543,878 shares for gross proceeds of $ 172.5 million at an average price of $ 26.37 for aggregate net proceeds of $ 171.0 million (net of transaction costs). During the three months ended May 31, 2024, the Company did not sell any shares. 107 The Company adopted Rule 3-04/Rule 8-03(a)(5) under Regulation S-X (Note 2). Pursuant to Regulation S-X, the Company has presented a reconciliation of the changes in each significant caption of stockholders’ equity as shown in the tables below: Capital Total Common Stock in Excess Distributable Shares Amount of Par Value Earnings (Loss) Net Assets Balance at February 28, 2023 11,890,500 $ 11,891 $ 321,893,806 $ 25,052,345 $ 346,958,042 Increase (Decrease) from Operations: Net investment income - - - 15,958,950 15,958,950 Net realized gain (loss) from investments - - - 90,691 90,691 Net change in unrealized appreciation (depreciation) on investments - - - ( 16,322,307 ) ( 16,322,307 ) Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments - - - 59,407 59,407 Decrease from Shareholder Distributions: Distributions of investment income – net - - - ( 8,193,402 ) ( 8,193,402 ) Capital Share Transactions: Stock dividend distribution 45,818 47 1,058,797 - 1,058,844 Repurchases of common stock ( 88,576 ) ( 90 ) ( 2,157,515 ) - ( 2,157,605 ) Repurchase fees - - ( 1,772 ) - ( 1,772 ) Balance at May 31, 2023 11,847,742 $ 11,848 $ 320,793,316 $ 16,645,684 $ 337,450,848 Increase (Decrease) from Operations: Net investment income - - - 13,964,784 13,964,784 Realized losses on extinguishment of debt - - - ( 110,056 ) ( 110,056 ) Net change in unrealized appreciation (depreciation) on investments - - - ( 5,737,571 ) ( 5,737,571 ) Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments - - - ( 221,206 ) ( 221,206 ) Decrease from Shareholder Distributions: Distributions of investment income – net - - - ( 8,352,335 ) ( 8,352,335 ) Capital Share Transactions: Proceeds from issuance of common stock 852,412 852 22,497,265 - 22,498,117 Capital contribution from Manager - - 2,050,288 - 2,050,288 Stock dividend distribution 29,627 30 749,283 - 749,313 Offering costs - - ( 213,427 ) - ( 213,427 ) Balance at August 31, 2023 12,729,781 $ 12,730 $ 345,876,725 $ 16,189,300 $ 362,078,755 Increase (Decrease) from Operations: Net investment income - - - 14,166,063 14,166,063 Net realized gain (loss) from investments - - - 60,565 60,565 Net change in unrealized appreciation (depreciation) on investments - - - ( 17,866,353 ) ( 17,866,353 ) Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments - - - ( 415,894 ) ( 415,894 ) Decrease from Shareholder Distributions: Distributions of investment income – net - - - ( 9,286,642 ) ( 9,286,642 ) Capital Share Transactions: Proceeds from issuance of common stock 350,000 350 9,012,150 - 9,012,500 Capital contribution from Manager - - 1,043,000 - 1,043,000 Stock dividend distribution 35,196 35 858,960 - 858,995 Offering costs - - ( 92,240 ) - ( 92,240 ) Balance at November 30, 2023 13,114,977 $ 13,115 $ 356,698,595 $ 2,847,039 $ 359,558,749 Increase (Decrease) from Operations: Net investment income - - - 12,784,511 12,784,511 Net realized gain (loss) from investments - - - 2,327 2,327 Net change in unrealized appreciation (depreciation) on investments - - - ( 7,164,613 ) ( 7,164,613 ) Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments - - - ( 315,473 ) ( 315,473 ) Decrease from Shareholder Distributions: Distributions of investment income – net - - - ( 9,803,576 ) ( 9,803,576 ) Capital Share Transactions: Proceeds from issuance of common stock 501,105 501 13,028,269 - 13,028,770 Capital contribution from Manager - - 1,382,009 - 1,382,009 Stock dividend distribution 37,394 38 915,155 - 915,193 Offering costs - - ( 163,789 ) - ( 163,789 ) Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles - - ( 779,040 ) 779,040 - Balance at February 29, 2024 13,653,476 $ 13,654 $ 371,081,199 $ ( 870,745 ) $ 370,224,108 Increase (Decrease) from Operations: Net investment income - - - 14,335,005 14,335,005 Net realized gain (loss) from investments - - - ( 21,194,997 ) ( 21,194,997 ) Net change in unrealized appreciation (depreciation) on investments - - - 13,931,431 13,931,431 Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments - - - ( 461,001 ) ( 461,001 ) Decrease from Shareholder Distributions: Distributions of investment income – net - - - ( 9,967,036 ) ( 9,967,036 ) Capital Share Transactions: Proceeds from issuance of common stock - - - - - Capital contribution from Manager - - - - - Stock dividend distribution 45,490 45 987,527 - 987,572 Offering costs - - - - - Balance at May 31, 2024 13,698,966 $ 13,699 $ 372,068,726 $ ( 4,227,343 ) $ 367,855,082 108 Note 12. Earnings Per Share In accordance with the provisions of FASB ASC Topic 260, Earnings per Share , basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the weighted average basic and diluted net increase (decrease) in net assets resulting from operations per share for the three months ended May 31, 2024 and May 31, 2023 (dollars in thousands except share and per share amounts): For the three months ended Basic and Diluted May 31, 2024 May 31, 2023 Net increase (decrease) in net assets resulting from operations $ 6,610 $ ( 213 ) Weighted average common shares outstanding 13,683,314 11,862,163 Weighted average earnings (loss) per common share $ 0.48 $ ( 0.02 ) Note 13. Dividend On May 23, 2024, the Company declared a dividend of $ 0.74 per share payable on June 27, 2024, to common stockholders of record on June 13, 2024. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. The following table summarizes dividends declared for the three months ended May 31, 2024 (dollars in thousands except per share amounts): Amount Total Date Declared Record Date Payment Date Per Share Amount* May 23, 2024 June 13, 2024 June 27, 2024 $ 0.74 $ 10,137 Total dividends declared $ 0.74 $ 10,137 * Total amount is calculated based on the number of shares outstanding at the date of record. The following table summarizes dividends declared for the three months ended May 31, 2023 (dollars in thousands except per share amounts): Amount Total Date Declared Record Date Payment Date Per Share Amount* May 22, 2023 June 13, 2023 June 29, 2023 $ 0.70 $ 8,352 Total dividends declared $ 0.70 $ 8,352 * Total amount is calculated based on the number of shares outstanding at the date of record. 109 Note 14. Financial Highlights The following is a schedule of financial highlights as of and for the three months ended May 31, 2024 and May 31, 2023: Per share data May 31, 2024 May 31, 2023 Net asset value at beginning of period $ 27.12 $ 29.18 Net investment income(1) 1.05 1.35 Net realized and unrealized gain and losses on investments(1) ( 0.57 ) ( 1.36 ) Net increase in net assets resulting from operations 0.48 ( 0.01 ) Distributions declared from net investment income ( 0.73 ) ( 0.69 ) Total distributions to stockholders ( 0.73 ) ( 0.69 ) Issuance of common stock at net asset value (2) - - Capital contribution from Manager for the issuance of common stock (14) - - Repurchases of common stock(3) - 0.04 Dilution(4) ( 0.02 ) ( 0.04 ) Net asset value at end of period $ 26.85 $ 28.48 Net assets at end of period $ 367,855,082 $ 337,450,848 Shares outstanding at end of period 13,698,966 11,847,742 Per share market value at end of period $ 23.74 $ 28.10 Total return based on market value(5)(6) 3.93 % 5.04 % Total return based on net asset value(5)(7) 2.33 % 0.52 % Ratio/Supplemental data: Ratio of net investment income to average net assets(8) 18.29 % 18.64 % Expenses: Ratios of operating expenses and income taxes to average net assets*(9) 8.51 % 7.98 % Ratio of incentive management fees to average net assets(5) 0.97 % 0.03 % Ratio of interest and debt financing expenses to average net assets(9) 13.93 % 13.59 % Ratio of total expenses and income taxes to average net assets*(8) 23.41 % 21.60 % Portfolio turnover rate(5)(10) 3.52 % 1.09 % Asset coverage ratio per unit(11) 1,596 1,557 Average market value per unit Revolving Credit Facilities(12) N/A N/A SBA Debentures Payable(12) N/A N/A 8.75% Notes Payable 2025(12) N/A N/A 7.00% Notes Payable 2025(12) N/A N/A 7.25% Notes Payable 2025(13) N/A N/A 7.75% Notes Payable 2025(12) N/A N/A 4.375% Notes Payable 2026(12) N/A N/A 4.35% Notes Payable 2027(12) N/A N/A 6.00% Notes Payable 2027 $ 24.14 $ 23.24 6.25% Notes Payable 2027(12) N/A N/A 8.00% Notes Payable 2027 $ 25.09 $ 24.86 8.125% Notes Payable 2027 $ 25.21 $ 24.88 8.50% Notes Payable 2028 $ 25.35 $ 24.91 * Certain prior period amounts have been reclassified to conform to current period presentation. (1) Per share amounts are calculated using the weighted average shares outstanding during the period. (2) The continuous issuance of common stock may cause an incremental decrease in NAV per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company less than NAV per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date multiplied by (B) the differences between the net proceeds per share and the NAV per share on each share transaction date, divided by (ii) the total shares outstanding during the period. 110 (3) Represents the anti-dilutive impact on the NAV of the Company due to the repurchase of common shares. See Note 11. Stockholders’ Equity. (4) Represents the dilutive effect of issuing common stock below NAV per share during the period in connection with the satisfaction of the Company’s annual RIC distribution requirement and may include the impact of the different share amounts used for different items (weighted average basic common shares outstanding for the corresponding year and actual common shares outstanding at the end of the year) in the per common share data calculation and rounding impacts. See Note 13. Dividend. (5) Ratios are not annualized. (6) Total investment return is calculated assuming a purchase of common shares at the current market value on the first day and a sale at the current market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. Total investment return does not reflect brokerage commissions. (7) Total investment return is calculated assuming a purchase of common shares at the current NAV on the first day and a sale at the current net asset value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. Total investment return does not reflect brokerage commissions. (8) Ratios are annualized. Incentive management fees included within the ratio are not annualized. (9) Ratios are annualized. (10) Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value. (11) Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $ 1,000 of indebtedness. Asset coverage ratio per unit does not include unfunded commitments. The inclusion of unfunded commitments in the calculation of the asset coverage ratio per unit would not cause us to be below the required amount of regulatory coverage. (12) The Revolving Credit Facilities, SBA Debentures, 8.75% Notes Payable 2025, 7.00% Notes Payable 2025, 7.75% Notes Payable 2025, 4.375% Notes Payable 2026, 4.35% Notes Payable 2027 and 6.25% Notes Payable 2027 are not registered for public trading. (13) On July 14, 2022, the Company redeemed $43.1 million in aggregate principal amount of the $43.1 million in aggregate principal amount of issued and outstanding 7.25% 2025 Notes and are no longer listed on the NYSE. Note 15. Subsequent Events On June 14, 2024, we entered into the first amendment to the Live Oak credit agreement. The amendment, among other things: (i) increased 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) added new lenders (as identified in the amendment) to the credit agreement; (ii) replaced administrative agent approval with “Required Lender” (as defined in the credit agreement) approval with respect to certain matters; (iii) replaced Required Lender approval with 100 % lender approval with respect to certain matters; and (iv) changed the definition of Required Lender to require the approval of at least two unaffiliated lenders. 111 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under “Note about Forward-Looking Statements” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 29, 2024. 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 beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to: ● our future operating results; ● the introduction, withdrawal, success and timing of business initiatives and strategies; ● changes in political, economic or industry conditions, the elevated interest rate environment or financial and capital markets, which could result in changes in the value of our assets; ● the relative and absolute investment performance and operations of our Manager; ● the impact of increased competition; ● our ability to turn potential investment opportunities into transactions and thereafter into completed and successful investments; ● the unfavorable resolution of any future legal proceedings; ● our business prospects and the operational and financial performance of our portfolio companies, including their ability to achieve our respective objectives as a result of the current economic conditions caused by, among other things, elevated levels of inflation, and an elevated interest rate environment, and the effects of the disruptions caused thereby on our ability to continue to effectively manage our business; ● interest rate volatility, including the elevated interest rate environment, could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy; ● the impact of investments that we expect to make and future acquisitions and divestitures; ● our contractual arrangements and relationships with third parties; ● the dependence of our future success on the general economy and its impact on the industries in which we invest; ● the ability of our portfolio companies to achieve their objectives; ● our expected financings and investments; ● our regulatory structure and tax treatment, including our ability to operate as a business development company (“BDC”), or to operate our small business investment company (“SBIC”) subsidiaries, and to continue to qualify to be taxed as a regulated investment company (“RIC”); ● the adequacy of our cash resources and working capital; 112 ● the timing of cash flows, if any, from the operations of our portfolio companies; ● the impact of supply chain constraints and labor difficulties on our portfolio companies and the global economy; ● the elevated level of inflation, and its impact on our portfolio companies and on the industries in which we invest; ● the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to us or our Manager; ● the impact of changes to tax legislation and, generally, our tax position; ● our ability to access capital and any future financings by us; ● the ability of our Manager to attract and retain highly talented professionals; and ● the ability of our Manager to locate suitable investments for us and to monitor and effectively administer our investments. Such forward-looking statements may include statements preceded by, followed by or that otherwise include terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will” and “would” or the negative of these terms or other comparable terminology. We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. OVERVIEW We are a Maryland corporation that has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to create attractive risk-adjusted returns by generating current income and long-term capital appreciation from our investments. We invest primarily in senior and unitranche leveraged loans and mezzanine debt issued by private U.S. middle-market companies, which we define as companies having earnings before interest, tax, depreciation and amortization (“EBITDA”) of between $2 million and $50 million, both through direct lending and through participation in loan syndicates. We may also invest up to 30.0% of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in distressed debt, which may include securities of companies in bankruptcy, foreign debt, private equity, securities of public companies that are not thinly traded and structured finance vehicles such as collateralized loan obligation funds. Although we have no current intention to do so, to the extent we invest in private equity funds, we will limit our investments in entities that are excluded from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, which includes private equity funds, to no more than 15.0% of our net assets. We have elected and qualified to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Corporate History We commenced operations, at the time known as GSC Investment Corp., on March 23, 2007 and completed an initial public offering of shares of common stock on March 28, 2007. Prior to July 30, 2010, we were externally managed and advised by GSCP (NJ), L.P., an entity affiliated with GSC Group, Inc. In connection with the consummation of a recapitalization transaction on July 30, 2010, as described below we engaged Saratoga Investment Advisors to replace GSCP (NJ), L.P. as our investment adviser and changed our name to Saratoga Investment Corp. 113 Our wholly owned subsidiaries, Saratoga Investment Corp. SBIC II LP (“SBIC II LP”) and Saratoga Investment Corp. SBIC III LP (“SBIC III LP”, and together with SBIC II LP, the “SBIC Subsidiaries”), received SBIC licenses from the SBA on August 14, 2019 and September 29, 2022, respectively. Each of the SBIC Subsidiaries provides up to $175.0 million in long-term capital in the form of debentures guaranteed by the SBA. With all debentures repaid to the SBA, SBIC LP’s license was surrendered on January 3, 2024, providing the Company access to all undistributed capital of SBIC LP, and SBIC LP subsequently merged with and into the Company. Under current SBIC regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million with at least $175.0 million in combined regulatory capital. On February 26, 2021, we completed the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, and extended its legal maturity to April 2033, and added a non-call period ending February 2022. In addition, and as part of the refinancing, the Saratoga CLO was upsized from $500 million in assets to approximately $650 million. As part of this refinancing and upsizing, we invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million CLO 2013-1 Warehouse 2 Loan were repaid. We also paid $2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At August 31, 2021, the outstanding receivable of $2.6 million was repaid. 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 $50.0 million 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. 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 require a minimum drawn amount of $12.5 million at all times during the period ending March 27, 2025, which increases 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 October 26, 2021, we entered into a Limited Liability Company Agreement with TJHA JV I LLC (“TJHA”) to co-manage Saratoga Senior Loan Fund I JV LLC (“SLF JV”). SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2021-1 Ltd (“SLF 2021”), which is a wholly owned subsidiary of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets. On September 30, 2022, SLF 2021 was renamed to Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd. (“SLF 2022”). We and TJHA have equal voting interest on all material decisions with respect to SLF JV, including those involving its investment portfolio, and equal control of corporate governance. No management fee is charged to SLF JV as control and management of SLF JV is shared equally. 114 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 provides $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 May 31, 2024 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 29, 2024, 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 May 31, 2024 and February 29, 2024, the Company’s investment in the unsecured note of SLF JV had a fair value of $15.8 million and $15.8 million, respectively, and the Company’s investment in the membership interests of SLF JV had a fair value of $8.8 million and $9.4 million, respectively. SLF JV’s initial investment in SLF 2022 was in the form of an unsecured loan. The unsecured loan paid a floating rate of LIBOR plus 7.00% per annum and was paid in full on June 9, 2023. The unsecured loan was repaid in full on October 28, 2022, as part of the CLO closing. We have determined that SLF JV is an investment company under (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies ; however, in accordance with such guidance we will generally not consolidate our investment in a company other than a wholly owned investment company subsidiary. SLF JV is not a wholly owned investment company subsidiary as we and TJHA each have an equal 50% voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, FASB ASC Topic 810, Consolidation , concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, we do not consolidate SLF JV. 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 May 31, 2024 and February 29, 2024, the fair value of these Class E Notes were $12.3 million and $12.3 million, respectively. Critical Accounting Policies and Estimates Basis of Presentation The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make certain estimates and assumptions affecting amounts reported in our consolidated financial statements. We have identified investment valuation, revenue recognition and the recognition of capital gains incentive fee expense as our most critical accounting estimates. We continuously evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies and estimates follows. Investment Valuation We account for investments at fair value in accordance with the FASB ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. Under ASC 820 we are required to assume that its investments are to be sold or its liabilities are to be transferred at the balance sheet date in the principal market to independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. 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 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 determines 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. 115 We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below: ● each investment is initially valued by the responsible investment professionals of Saratoga Investment Advisors and preliminary valuation conclusions are documented and discussed with our senior management; and ● an independent valuation firm engaged by our board of directors independently reviews a selection of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once each fiscal year. We use a third-party independent valuation firm to value our investment in the subordinated notes of Saratoga CLO and the Class F-2-R-3 Notes tranche of the Saratoga CLO every quarter. In addition, all our investments are subject to the following valuation process: ● the audit committee of our board of directors reviews and approves each preliminary valuation and Saratoga Investment Advisors and an independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and ● our board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of Saratoga Investment Advisors, independent valuation firm (to the extent applicable) and the audit committee of our board of directors. Our investment in Saratoga CLO is carried at fair value, which is based on a discounted cash flows that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and market comparables for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by Saratoga Investment Advisors and recommended to our board of directors. Specifically, we use Intex cash flows, or an appropriate substitute, to form the basis for the valuation of our investment in Saratoga CLO. The cash flows use a set of inputs including projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The inputs are based on available market data and projections provided by third parties as well as management estimates. We use the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO. Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes a regulatory framework for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, subject to board oversight and certain other conditions, to designate the investment adviser to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. Rule 31a-4 under the 1940 Act (“Rule 31a-4”) provides the recordkeeping requirements associated with fair value determinations. While our board of directors has not elected to designate Saratoga Investment Advisors as the valuation designee, we has adopted certain revisions to its valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4. Revenue Recognition Income Recognition Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums on investments purchased are accreted/amortized over the life of the respective investment using the effective yield method. The amortized cost of investments represents the original