−Removed: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
−Removed: MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
+Added: MARKET FOR REGISTRANT’S COMMON
+Added: EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Price range of common stock
−Removed: Our common stock is traded on the NYSE under the
−Removed: symbol “SAR.” The following table lists the high and low closing sale price for our
−Removed: common stock, and the closing sale price as a percentage of NAV for each fiscal quarter during the last two most recently completed fiscal
−Removed: years and any subsequent interim period.
−Removed: Percentage of High Closing Sales
−Removed: Price as a Premium (Discount)
−Removed: Percentage of Low Closing Sales
−Removed: Price as a Premium (Discount)
+Added: Our common stock is traded on the NYSE under
+Added: the symbol “SAR.” The following table lists the high and low closing sale price for our common stock, and the closing sale
+Added: price as a percentage of NAV for each fiscal quarter during the last two most recently completed fiscal years and any subsequent interim
+Added: Percentage of High Closing Sales Price as a Premium (Discount)
+Added: Percentage of Low Closing Sales Price as a Premium (Discount)
Fiscal Year Ending February 28, 2027
10 unchanged sentences
Fourth Quarter
−Removed: Net asset value has not yet been calculated for this period.
−Removed: Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low sales prices.
−Removed: Calculated as the respective high or low closing sales price divided by the quarter end net asset value and subtracting 1.
+Added: * Net asset value has not yet been calculated for this
+Added: (1) Net asset value per share is determined as of the
+Added: last day in the relevant quarter and therefore may not reflect the net asset value per share
+Added: on the date of the high and low sales prices.
+Added: (2) Calculated as the respective high or low closing
+Added: sales price divided by the quarter end net asset value and subtracting 1.
Shares of BDCs may trade at a market price that is less than the NAV
6 unchanged sentences
Summarized Financial Highlights
−Removed: The following table summarizes ten years of financial highlights:
+Added: The following table summarizes ten years of financial
For the year ended
Per share data
+Added: February 28, 2026
+Added: February 28, 2025
+Added: February 29, 2024
+Added: February 28, 2023
+Added: February 28, 2022
Net asset value at beginning of period
1 unchanged sentence
Net realized and unrealized gains (losses) on investments(1)
−Removed: Realized losses on extinguishment of debt*
+Added: Realized losses on extinguishment
Net increase in net assets resulting from operations
−Removed: Distributions declared from net investment income
+Added: Distributions declared from net
+Added: investment income
Total distributions to stockholders
Issuance of common stock at net asset value (2)
−Removed: Capital contribution from Manager for the issuance of common stock (8)
+Added: Capital contribution from Manager for the issuance of
+Added: common stock (8)
Repurchases of common stock(3)
11 unchanged sentences
Per share data
+Added: February 28, 2021
+Added: February 29, 2020
+Added: February 28, 2019
+Added: February 28, 2018
+Added: February 28, 2017
Net asset value at beginning of period
3 unchanged sentences
Net realized and unrealized gains (losses) on investments(1)
−Removed: Realized losses on extinguishment of debt*
+Added: Realized losses on extinguishment
Net increase in net assets resulting from operations
−Removed: Distributions declared from net investment income
+Added: Distributions declared from net
+Added: investment income
Total distributions to stockholders
11 unchanged sentences
Portfolio turnover rate(7)
−Removed: prior period amounts have been reclassified to conform to current period presentation.
−Removed: Per share amounts are calculated using the weighted average shares outstanding during the period.
−Removed: 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.
−Removed: 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.
−Removed: Represents the anti-dilutive impact on the NAV per share of the Company due to the repurchase of common shares.
+Added: Certain prior period amounts have been reclassified
+Added: to conform to current period presentation.
+Added: Per share amounts are calculated using the weighted
+Added: average shares outstanding during the period.
+Added: The continuous issuance of common stock may cause an
+Added: incremental decrease in NAV per share due to the sale of shares at the then prevailing public offering price and the receipt of net
+Added: proceeds per share by the Company less than NAV per share on each subscription closing date.
+Added: The per share data was derived by computing
+Added: (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction
+Added: date multiplied by (B) the differences between the net proceeds per share and the NAV per share on each share transaction date, divided
+Added: by (ii) the total shares outstanding during the period.
+Added: Represents the anti-dilutive impact on the NAV per
+Added: share of the Company due to the repurchase of common shares.
See Note 11, Stockholders’ Equity.
−Removed: 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.
+Added: Represents the dilutive effect of issuing common stock
+Added: below NAV per share during the period in connection with the satisfaction of the Company’s annual RIC distribution requirement
+Added: and may include the impact of the different share amounts used for different items (weighted average basic common shares outstanding
+Added: for the corresponding year and actual common shares outstanding at the end of the year) in the per common share data calculation
+Added: and rounding impacts.
See Note 13, Dividend.
−Removed: 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.
−Removed: Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP.
+Added: Total investment return is calculated assuming a purchase
+Added: 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
+Added: Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under
+Added: the Company’s DRIP.
Total investment return does not reflect brokerage commissions.
−Removed: Total investment return is calculated assuming a purchase of common shares at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported.
−Removed: Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP.
+Added: Total investment return is calculated assuming a purchase
+Added: of common shares at the current net asset value on the first day and a sale at the current net asset value on the last day of the
+Added: periods reported.
+Added: Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained
+Added: under the Company’s DRIP.
Total investment return does not reflect brokerage commissions.
−Removed: 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.
−Removed: The Manager agreed to reimburse the Company to the extent the per share price of the shares to the public, less underwriting fees, was less than net asset value per share.
−Removed: On September 24, 2014, the Company announced the
−Removed: approval of an open market share repurchase plan that allowed it to repurchase up to 200,000 shares of its common stock at prices below
−Removed: its NAV as reported in its then most recently published consolidated financial statements (the “Share Repurchase Plan”).
−Removed: September 24, 2014, the Share Repurchase Plan has been extended annually, and the Company has periodically increased the amount of shares
−Removed: of common stock that may be purchased under the Share Repurchase Plan, which, most recently, was increased to 1.7 million shares of common
−Removed: Most recently, on January 7, 2025, the Company’s board of directors extended the Share Repurchase Plan for another year to
−Removed: January 15, 2026.
−Removed: As shown in the table below, as of February 28, 2025, the Company purchased an aggregate of 1,035,203 shares of common
−Removed: stock, at the average price of $22.05 for approximately $22.8 million pursuant to the Share Repurchase Plan.
−Removed: During the year and quarter
−Removed: ended February 28, 2025, the Company did not purchase any shares of common stock pursuant to the Share Repurchase Plan.
−Removed: Total Number of Shares
−Removed: Average Price
−Removed: Total Number of Shares
−Removed: Purchased as Part of Publicly
−Removed: Announced Plans or
−Removed: Maximum Number
−Removed: (or Approximate Dollar Value) of Shares
−Removed: that May Yet Be Purchased
−Removed: Under the Plans or Programs
+Added: Portfolio turnover rate
+Added: 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.
+Added: The Manager agreed to reimburse the Company to the
+Added: extent the per share price of the shares to the public, less underwriting fees, was less than net asset value per share.
+Added: On September 24, 2014, the Company announced
+Added: the approval of an open market share repurchase plan that allowed it to repurchase up to 200,000 shares of its common stock at prices
+Added: below its NAV as reported in its then most recently published consolidated financial statements (the “Share Repurchase Plan”).
+Added: Since September 24, 2014, the Share Repurchase Plan has been extended annually, and the Company has periodically increased the amount
+Added: of shares of common stock that may be purchased under the Share Repurchase Plan, which, most recently, was increased to 1.7 million shares
+Added: of common stock.
+Added: Most recently, on January 6, 2026, the Company’s board of directors extended the Share Repurchase Plan for another
+Added: year to January 15, 2027.
+Added: As shown in the table below, as of February 28, 2026, the Company purchased an aggregate of 1,037,698 shares
+Added: of common stock, at the average price of $22.05 for approximately $22.9 million pursuant to the Share Repurchase Plan.
+Added: During the year
+Added: and quarter ended February 28, 2026, the Company purchased 2,495 shares of common stock, at the average price of $21.75 for approximately
+Added: $0.1 million pursuant to the Share Repurchase Plan.
+Added: Total Number of Shares (or Units)
+Added: Average Price per Share (or Unit)
+Added: Total Number of Shares (or Units)
+Added: Purchased as Part of Publicly Announced Plans or Programs
+Added: Maximum Number (or Approximate Dollar
+Added: Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
March 1, 2015 through November 30, 2015
18 unchanged sentences
March 1, 2024 through February 28, 2025
−Removed: As of May 6, 2025, there were 11 holders of
−Removed: record of our common stock.
+Added: March 1, 2025 through February 28, 2026
+Added: As of May 4, 2026, there were 10 holders
+Added: of record of our common stock.
Performance Graph
2 unchanged sentences
BDC Index, for the period from March 23, 2007, the date our common stock began trading, through February 28, 2026.
−Removed: The graph assumes that,
−Removed: on March 23, 2007, a person invested $100 in each of our common stock, the Standard & Poor’s 500 Stock Index, the NASDAQ Financial
−Removed: 100 index and the Standard & Poor’s BDC Index.
−Removed: The graph measures total shareholder return, which takes into account both changes
−Removed: in stock price and dividends.
+Added: The graph assumes
+Added: that, on March 23, 2007, a person invested $100 in each of our common stock, the Standard & Poor’s 500 Stock Index, the NASDAQ
+Added: Financial 100 index and the Standard & Poor’s BDC Index.
+Added: The graph measures total shareholder return, which takes into account
+Added: both changes in stock price and dividends.
It assumes that dividends paid are reinvested in like securities.
2 unchanged sentences
of securities and debt as of February 28, 2026.
−Removed: Amount Held by us or for
−Removed: Amount Outstanding Exclusive of
−Removed: Amounts Shown
Title of Class
−Removed: Encina credit facility
+Added: Amount Authorized
+Added: Amount Held by us or for Our Account
+Added: Amount Outstanding Exclusive of Amounts Shown Under
Live Oak credit facility
+Added: Valley Bank credit facility
SBA Debentures
3 unchanged sentences
6.00% 2027 Notes
−Removed: 8.75% 2025 Notes
−Removed: 4.375% 2026 Notes
$ 105,500,000
2 unchanged sentences
8.00% 2027 Notes
−Removed: $ 105,500,000
−Removed: $ 105,500,000
8.125% 2027 Notes
2 unchanged sentences
7.50% 2031 Notes
+Added: $ 100,000,000
+Added: $ 100,000,000
FEES AND EXPENSES
11 unchanged sentences
Total stockholder transaction expenses paid
−Removed: Annual estimated expenses (as a percentage of average net assets attributable to common stock):
+Added: Annual estimated expenses (as a percentage of average net assets attributable to
+Added: common stock):
Base Management fees
3 unchanged sentences
Total annual expenses
−Removed: (1) In the event that the shares of
−Removed: common stock to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose
−Removed: the applicable sales load.
−Removed: (2) The prospectus supplement corresponding
−Removed: to each offering will disclose the applicable offering expenses and total stockholder transaction expenses.
−Removed: (3) The expenses associated with the
−Removed: administration of our dividend reinvestment plan are included in “Other expenses.” The participants in the dividend reinvestment
−Removed: plan will pay a pro rata share of brokerage commissions incurred with respect to open market purchases, if any, made by the administrator
−Removed: under the plan.
+Added: In the event that the shares of common stock to which
+Added: this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales
+Added: The prospectus supplement corresponding to each offering
+Added: will disclose the applicable offering expenses and total stockholder transaction expenses.
+Added: The expenses associated with the administration of
+Added: our dividend reinvestment plan are included in “Other expenses.” The participants in the dividend reinvestment plan will
+Added: pay a pro rata share of brokerage commissions incurred with respect to open market purchases, if any, made by the administrator under
For more details about the plan, see “Dividend Reinvestment Plan.”
−Removed: (4) Our base management fee under
−Removed: the Management Agreement with Saratoga Investment Advisors is based on our gross assets, which is defined as our total assets, including
−Removed: those acquired using borrowings for investment purposes, but excluding cash and cash equivalents.
−Removed: See “Investment Advisory and
−Removed: Management Agreement.” The fact that our base management fee is payable based upon our gross assets, rather than our net assets
−Removed: (i.e., total assets after deduction of any liabilities, including borrowings) means that our base management fee as a percentage of net
−Removed: assets attributable to common stock will increase when we utilize leverage.
−Removed: incentive fee consists of two parts.
−Removed: The first part is calculated and payable quarterly in arrears and equals 20% of our “pre-incentive fee
−Removed: net investment income” for the immediately preceding quarter, subject to a preferred return, or “hurdle,” and a “catch
−Removed: For this purpose, “pre-incentive fee net investment income” means interest income, dividend
−Removed: income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting
−Removed: fees or other fees that we receive from portfolio companies) accrued by us during the fiscal quarter, minus our operating expenses for
−Removed: the quarter (including the base management fee, expenses payable under the administration agreement described below, and any interest
−Removed: expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee).
−Removed: The second part of the incentive
−Removed: fee is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Management Agreement) and equals
−Removed: 20% of our “incentive fee capital gains,” which equals our realized capital gains on a cumulative basis from May 31,
−Removed: 2010 through the end of the year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative
−Removed: basis, less the aggregate amount of any previously paid capital gain incentive fee.
−Removed: Under the Management Agreement, the capital gains
−Removed: portion of the incentive fee is based on realized gains and realized and unrealized losses from May 31, 2010.
−Removed: Therefore, realized
−Removed: and unrealized losses incurred prior to such time will not be taken into account when calculating the capital gains portion of the incentive
−Removed: fee, and Saratoga Investment Advisors will be entitled to 20% of incentive fee capital gains that arise after May 31, 2010.
−Removed: 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
−Removed: such investments as of such date.
−Removed: We estimate this as zero for purposes of this table as these fees are hard to predict, as they are
−Removed: based on capital gains and losses.
+Added: Our base management fee under the Management Agreement
+Added: with Saratoga Investment Advisors is based on our gross assets, which is defined as our total assets, including those acquired using
+Added: borrowings for investment purposes, but excluding cash and cash equivalents.
See “Investment Advisory and Management Agreement.”
−Removed: (6) We may borrow funds from time to time to make investments to the extent
−Removed: we determine that the economic situation is conducive to doing so.
−Removed: The 13.9% figure in the table includes all expected borrowing costs
−Removed: that we expect to incur over the next twelve months in connection with the secured revolving credit facility we have with Madison Capital
+Added: The fact that our base management fee is payable based upon our gross assets, rather than our net assets (i.e., total assets after
+Added: deduction of any liabilities, including borrowings) means that our base management fee as a percentage of net assets attributable
+Added: to common stock will increase when we utilize leverage.
+Added: The incentive fee consists of two parts.
+Added: part is calculated and payable quarterly in arrears and equals 20% of our “pre-incentive fee net investment income”
+Added: for the immediately preceding quarter, subject to a preferred return, or “hurdle,” and a “catch up” feature.
+Added: For this purpose, “pre-incentive fee net investment income” means interest income, dividend income and any
+Added: other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or
+Added: other fees that we receive from portfolio companies) accrued by us during the fiscal quarter, minus our operating expenses for the
+Added: quarter (including the base management fee, expenses payable under the administration agreement described below, and any interest
+Added: expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee).
+Added: The second part of the
+Added: incentive fee is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Management Agreement)
+Added: and equals 20% of our “incentive fee capital gains,” which equals our realized capital gains on a cumulative basis from
+Added: May 31, 2010 through the end of the year, if any, computed net of all realized capital losses and unrealized capital depreciation
+Added: on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee.
+Added: Under the Management Agreement,
+Added: the capital gains portion of the incentive fee is based on realized gains and realized and unrealized losses from May 31, 2010.
+Added: Therefore, realized and unrealized losses incurred prior to such time will not be taken into account when calculating the capital
+Added: gains portion of the incentive fee, and Saratoga Investment Advisors will be entitled to 20% of incentive fee capital gains that
+Added: arise after May 31, 2010.
+Added: In addition, the cost basis for computing realized gains and losses on investments held by us as of
+Added: May 31, 2010 will equal the fair value of such investments as of such date.
+Added: We estimate this as zero for purposes of this table
+Added: as these fees are difficult to predict, as they are based on capital gains and losses.
+Added: See “Investment Advisory and Management
+Added: We may borrow funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so.
+Added: The 12.3% figure in the table includes all expected borrowing costs that we expect to incur over the next twelve months in connection with the special purpose vehicle financing credit facility with Live Oak Banking Company (the “Live Oak Credit Facility”) and the special purpose vehicle financing credit facility with Valley National Bank (the “Valley Credit Facility”).
The costs associated with our outstanding borrowings are indirectly borne by our stockholders.
−Removed: We do not expect to issue
−Removed: any preferred stock during the next twelve months and, therefore, have not included the cost of issuing and servicing preferred stock
−Removed: in the table.
−Removed: In addition, all of the commitment fees, interest expense, amortized financing costs of our Credit Facility, SBA debentures,
−Removed: the 6.25% 2025 Notes, the 6.25% 2027 Notes, the 7.25% 2025 Notes and the 7.75% 2025 Notes, and the fees and expenses of issuing and servicing
−Removed: any other borrowings or leverage that we expect to incur during the next twelve months are included in the table and expense example presentation
−Removed: On April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23,
−Removed: 2018, our non-interested board of directors approved of the Company becoming subject to a minimum asset coverage ratio of 150%
−Removed: under Sections 18(a)(1) and 18(a)(2) of the 1940 Act.
+Added: We do not expect to issue any preferred stock during the next twelve months and, therefore, have not included the cost of issuing and servicing preferred stock in the table.
+Added: In addition, all of the commitment fees, interest expense, amortized financing costs of the Valley Credit Facility, SBA debentures the 4.35% notes due 2027 (the “4.35% 2027 Notes”), the 6.00% notes due 2027 (the “6.00% 2027 Notes”), the 6.25% notes due 2027 (the “6.25% 2027 Notes), the 8.00% notes due 2027 (the “8.00% 2027 Notes”), the 8.125% notes due 2027 (the “8.125% 2027 Notes”), the 8.50% notes due 2028 (the “8.50% 2028 Notes”) the 7.25% notes due 2030 (the “7.25% 2030 Notes”), and the 7.50% notes due 2031 (the “7.50% 2031 Notes” and together with the 4.35% 2027 Notes, the 6.00% 2027 Notes, the 6.25% 2027 Notes, the 8.00% 2027 Notes, the 8.125% 2027 Notes, the 7.25% 2030 Notes, and the 7.50% 2031 Notes, the “Notes”) and the fees and expenses of issuing and servicing any other borrowings or leverage that we expect to incur during the next twelve months are included in the table and expense example presentation below.
+Added: On April 16, 2018, our board of directors, including a majority of independent directors, approved the Company becoming subject to a minimum asset coverage ratio of 150%.
The 150% asset coverage ratio became effective on April 16, 2019.
−Removed: “Regulation” and “Risk Factors—Risks Related to Our Business and Structure—Recent legislation may allow
−Removed: us to incur additional leverage.”
−Removed: (7) “Other expenses” are
−Removed: based on estimated amounts for the current fiscal year and include our overhead expenses, including payments under our administration
−Removed: agreement based on our allocable portion of overhead and other expenses incurred by Saratoga Investment Advisors in performing its obligations
−Removed: under the administration agreement.
+Added: See “Regulation” and Part I.
+Added: “Risk Factors—Risks Related to Our Business and Structure—Recent legislation may allow us to incur additional leverage.”
+Added: “Other expenses” are based on estimated amounts for the current fiscal year and include our overhead expenses, including payments under our administration agreement based on our allocable portion of overhead and other expenses incurred by Saratoga Investment Advisors in performing its obligations under the administration agreement.
See “Administration Agreement.”
−Removed: (8) This figure includes all of the fees and expenses of our wholly-owned subsidiaries,
−Removed: Saratoga Investment Corp SBIC II, LP, Saratoga Investment Corp SBIC III, LP, Saratoga Investment Funding II, LLC and Saratoga Investment
−Removed: Funding III, LLC.
−Removed: Furthermore, this table reflects all of the fees and expenses borne by us with respect to our investment in Saratoga
+Added: This figure includes all of the fees and expenses of our wholly-owned subsidiaries, Saratoga Investment Corp SBIC II, LP, Saratoga Investment Corp SBIC III, LP, SIF II, and SIF III, but does not include SLF JV.
+Added: SLF JV is structured as private joint venture, with control and management shared equally between us and TJHA, no management fees are paid by SLF JV.
+Added: Furthermore, this table reflects all of the fees and expenses borne by us with respect to our investment in Saratoga CLO.
The following example demonstrates the projected
8 unchanged sentences
expenses, and actual expenses (including cost of debt, if any, and other expenses) may be greater or less than those shown.
−Removed: Assuming a 5% annual return on portfolio resulting entirely from net realized capital gains (none of which is subject to the capital gains incentive fee)(1)
−Removed: Assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to incentive fee based on capital gains)(2)
−Removed: Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation.
−Removed: Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and therefore subject to the incentive fee based on capital gains.
−Removed: Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely.
+Added: Assuming a 5% annual return on portfolio resulting
+Added: entirely from net realized capital gains (none of which is subject to the capital gains incentive fee)(1)
+Added: Assuming a 5% annual return resulting entirely from net
+Added: realized capital gains (all of which is subject to incentive fee based on capital gains)(2)
+Added: Assumes that we will not realize any capital gains
+Added: computed net of all realized capital losses and unrealized capital depreciation.
+Added: Assumes no unrealized capital depreciation and a 5%
+Added: annual return resulting entirely from net realized capital gains and therefore subject to the incentive fee based on capital gains.
+Added: Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting
+Added: entirely from net realized capital gains is unlikely.
This example and the expenses in the table
−Removed: above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other
−Removed: expenses) may be greater or less than those shown.
+Added: above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and
+Added: other expenses) may be greater or less than those shown.
The foregoing table is to assist you in understanding
3 unchanged sentences
Both examples assume that
−Removed: the 5% annual return will be generated entirely through net realized capital gains and, as a result, will trigger the payment of the capital
−Removed: gains portion of the incentive fee under the investment advisory agreement.
−Removed: Any potential income portion of the incentive fee under the
−Removed: investment advisory agreement is not included in the example.
−Removed: If we achieve sufficient returns on our investments, including through net
−Removed: realized capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher.
−Removed: In addition, while the example assumes reinvestment of all dividends and distributions at NAV, under certain circumstances, reinvestment
−Removed: of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from NAV.
+Added: the 5% annual return will be generated entirely through net realized capital gains and, as a result, will trigger the payment of the
+Added: capital gains portion of the incentive fee under the investment advisory agreement.
+Added: Any potential income portion of the incentive fee
+Added: under the investment advisory agreement is not included in the example.
+Added: If we achieve sufficient returns on our investments, including
+Added: through net realized capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would
+Added: In addition, while the example assumes reinvestment of all dividends and distributions at NAV, under certain circumstances,
+Added: reinvestment of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from
Sales of unregistered securities
−Removed: sell any securities during the year ended February 28, 2025 that were not registered under the Securities Act of 1933, as amended.
+Added: We did not sell any securities during the year
+Added: ended February 28, 2026 that were not registered under the Securities Act of 1933, as amended.
Issuer purchases of equity securities
During the year ended February 28, 2026, February
−Removed: 29, 2024 and February 28, 2023, we purchased 0, 88,576 and 438,192 shares, respectfully of our common stock in the open market.
−Removed: The following table summarizes the purchased common
−Removed: stock on a month to month basis for the year ended February 28, 2025:
−Removed: March 1, 2024 through March 31, 2024
−Removed: April 1, 2024 through April 30, 2024
−Removed: May 1, 2024 through May 31, 2024
−Removed: June 1, 2024 through June 30, 2024
−Removed: July 1, 2024 through July 31, 2024
−Removed: August 1, 2024 through August 31, 2024
−Removed: September 1, 2024 through September 30, 2024
−Removed: October 1, 2024 through October 31, 2024
−Removed: November 1, 2024 through November 30, 2024
−Removed: December 1, 2024 through December 31, 2024
−Removed: January 1, 2025 through January 31, 2025
−Removed: February 1, 2025 through February 28, 2025
+Added: 28, 2025 and February 29, 2024, we purchased 2,495, 0 and 88,576 shares, respectively, of our common stock in the open market.
+Added: The following table summarizes the purchased
+Added: common stock on a month to month basis for the year ended February 28, 2026:
+Added: March 1, 2025 through
+Added: March 31, 2025
+Added: April 1, 2025 through
+Added: April 30, 2025
+Added: May 1, 2025 through
+Added: June 1, 2025 through
+Added: June 30, 2025
+Added: July 1, 2025 through
+Added: July 31, 2025
+Added: August 1, 2025 through
+Added: August 31, 2025
+Added: September 1, 2025 through
+Added: September 30, 2025
+Added: October 1, 2025 through
+Added: October 31, 2025
+Added: November 1, 2025 through
+Added: November 30, 2025
+Added: December 1, 2025 through
+Added: December 31, 2025
+Added: January 1, 2026 through
+Added: January 31, 2026
+Added: February 1, 2026 through
+Added: February 28, 2026
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.