−Removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
−Removed: CONDITION AND RESULTS OF OPERATIONS
+Added: MANAGEMENT’S DISCUSSION AND ANALYSIS
+Added: OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
9 unchanged sentences
beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us.
−Removed: 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
−Removed: within our control.
−Removed: If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from
−Removed: those expressed in our forward-looking statements.
+Added: beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or
+Added: are within our control.
+Added: If a change occurs, our business, financial condition, liquidity and results of operations may vary materially
+Added: from those expressed in our forward-looking statements.
The forward-looking statements contained in this
1 unchanged sentence
our future operating results;
−Removed: the introduction, withdrawal, success and timing of business initiatives and strategies;
−Removed: 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;
−Removed: the relative and absolute investment performance and operations of our Manager;
+Added: the introduction, withdrawal, success and timing of
+Added: business initiatives and strategies;
+Added: changes in political, economic or industry conditions,
+Added: the interest rate environment or financial and capital markets, which could result in changes in the value of our assets;
+Added: the relative and absolute investment performance and
+Added: operations of our Manager;
the impact of increased competition;
−Removed: our ability to turn potential investment opportunities into transactions and thereafter into completed and successful investments;
+Added: our ability to turn potential investment opportunities
+Added: into transactions and thereafter into completed and successful investments;
the unfavorable resolution of any future legal proceedings;
−Removed: 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;
−Removed: interest rate volatility, including an elevated interest rate environment, could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;
−Removed: the impact of investments that we expect to make and future acquisitions and divestitures;
−Removed: our contractual arrangements and relationships with third parties;
−Removed: the dependence of our future success on the general economy and its impact on the industries in which we invest;
−Removed: the ability of our portfolio companies to achieve their objectives;
+Added: our business prospects and the operational and financial
+Added: performance of our portfolio companies, including their ability to achieve our respective objectives as a result of the current economic
+Added: conditions caused by, among other things, elevated levels of inflation, and uncertainty relating to the interest rate environment,
+Added: and the effects of the disruptions caused thereby on our ability to continue to effectively manage our business;
+Added: interest rate volatility, including the uncertainty
+Added: relating to the interest rate environment, could adversely affect our results, particularly if we elect to use leverage as part of
+Added: our investment strategy;
+Added: the impact of investments that we expect to make and
+Added: future acquisitions and divestitures;
+Added: our contractual arrangements and relationships with
+Added: third parties;
+Added: the dependence of our future success on the general
+Added: economy and its impact on the industries in which we invest;
+Added: the ability of our portfolio companies to achieve their
our expected financings and investments;
−Removed: 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”);
+Added: our regulatory structure and tax treatment, including
+Added: our ability to operate as a business development company (“BDC”), or to operate our small business investment company
+Added: (“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;
−Removed: the timing of cash flows, if any, from the operations of our portfolio companies;
−Removed: the impact of supply chain constraints and labor difficulties on our portfolio companies and the global economy;
−Removed: the elevated level of inflation, and its impact on our portfolio companies and on the industries in which we invest;
−Removed: the impact of geopolitical conditions on our portfolio companies and on the industries in which we invest;
−Removed: the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to us or our Manager;
−Removed: the impact of changes to tax legislation and, generally, our tax position;
−Removed: our ability to access capital and any future financings by us;
−Removed: the ability of our Manager to attract and retain highly talented professionals;
−Removed: the ability of our Manager to locate suitable investments for us and to monitor and effectively administer our investments.
+Added: the timing of cash flows, if any, from the operations
+Added: of our portfolio companies;
+Added: the impact of supply chain constraints and labor difficulties
+Added: on our portfolio companies and the global economy;
+Added: the elevated level of inflation, and its impact on
+Added: our portfolio companies and on the industries in which we invest;
+Added: the uncertainty associated
+Added: with the imposition of tariffs and trade barriers and changes in trade policy and its impact on our portfolio companies and the global
+Added: the impact of geopolitical
+Added: conditions on our portfolio companies and on the industries in which we invest;
+Added: the impact of legislative and regulatory actions and
+Added: reforms and regulatory, supervisory or enforcement actions of government agencies relating to us or our Manager;
+Added: the impact of changes to tax legislation and, generally,
+Added: our tax position;
+Added: our ability to access capital and any future financings
+Added: the ability of our Manager to attract and retain highly
+Added: talented professionals;
+Added: the ability of our Manager to locate suitable investments
+Added: for us and to monitor and effectively administer our investments.
Such forward-looking statements may include statements
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“should,” “will” and “would” or the negative of these terms or other comparable terminology.
−Removed: We have based the forward-looking statements included
−Removed: in this Annual Report on Form 10-K on information available to us on the date of this Annual Report on Form 10-K, and we assume no obligation
−Removed: to update any such forward-looking statements.
−Removed: Actual results could differ materially from those anticipated in our forward-looking statements,
−Removed: and future results could differ materially from historical performance.
−Removed: We undertake no obligation to revise or update any forward-looking
−Removed: statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or regulation.
−Removed: 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
−Removed: Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form
−Removed: 10-Q and current reports on Form 8-K.
+Added: We have based the forward-looking statements
+Added: included in this Annual Report on Form 10-K on information available to us on the date of this Annual Report on Form 10-K, and we assume
+Added: no obligation to update any such forward-looking statements.
+Added: Actual results could differ materially from those anticipated in our forward-looking
+Added: statements, and future results could differ materially from historical performance.
+Added: We undertake no obligation to revise or update any
+Added: forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or
+Added: You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the
+Added: future may file with the U.S.
+Added: Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly
+Added: reports on Form 10-Q and current reports on Form 8-K.
The following analysis of our financial condition
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to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”).
−Removed: Our investment objective is
−Removed: to create attractive risk-adjusted returns by generating current income and long-term capital appreciation from our investments.
−Removed: primarily in senior and unitranche leveraged loans and mezzanine debt issued by private U.S.
−Removed: middle-market companies, which we define
−Removed: as companies having earnings before interest, tax, depreciation and amortization (“EBITDA”) of between $2 million and $50
−Removed: million, both through direct lending and through participation in loan syndicates.
−Removed: We may also invest up to 30.0% of the portfolio in
−Removed: opportunistic investments in order to seek to enhance returns to stockholders.
+Added: Our investment objective
+Added: is to create attractive risk-adjusted returns by generating current income and long-term capital appreciation from our investments.
+Added: invest primarily in senior and unitranche leveraged loans and mezzanine debt issued by private U.S.
+Added: middle-market companies, which we
+Added: define as companies having earnings before interest, tax, depreciation and amortization (“EBITDA”) of between $2 million
+Added: and $50 million, both through direct lending and through participation in loan syndicates.
+Added: We may also invest up to 30.0% of the portfolio
+Added: in opportunistic investments in order to seek to enhance returns to stockholders.
Such investments may include investments in distressed
−Removed: debt, which may include securities of companies in bankruptcy, foreign debt, private equity, securities of public companies that are not
−Removed: thinly traded and structured finance vehicles such as collateralized loan obligation funds.
−Removed: Although we have no current intention to do
−Removed: so, to the extent we invest in private equity funds, we will limit our investments in entities that are excluded from the definition of
−Removed: “investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, which includes private equity funds, to no
−Removed: more than 15.0% of our net assets.
+Added: debt, which may include securities of companies in bankruptcy, foreign debt, private equity, securities of public companies that are
+Added: not thinly traded and structured finance vehicles such as collateralized loan obligation funds.
+Added: Although we have no current intention
+Added: to do so, we may invest in private equity funds in the future.
+Added: Private equity funds are not limited in how they invest their assets,
+Added: and the underlying investments held by private equity funds may impact our strategies, risks, and costs.
+Added: Shareholders may have limited
+Added: information about the underlying investments of the private equity funds in which we invest, including with respect to such funds’
+Added: holdings, liquidity, and valuation.
We have elected and qualified to be treated as a RIC under subchapter M of the Internal Revenue Code
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$350.0 million with at least $175.0 million in combined regulatory capital.
−Removed: On February 26, 2021, we completed the fourth
−Removed: refinancing of the Saratoga CLO.
−Removed: This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, and
−Removed: extended its legal maturity to April 2033, and added a non-call period ending February 2022.
−Removed: In addition, and as part of the refinancing,
−Removed: the Saratoga CLO was upsized from $500 million in assets to approximately $650 million.
−Removed: As part of this refinancing and upsizing, we invested
−Removed: an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate
−Removed: principal amount of the Class F-R-3 Notes tranche at par.
−Removed: Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of
−Removed: Class G-R-2 Notes and $25.0 million CLO 2013-1 Warehouse 2 Loan were repaid.
−Removed: We also paid $2.6 million of transaction costs related to
−Removed: the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions.
−Removed: At August 31, 2021,
−Removed: the outstanding receivable of $2.6 million was repaid.
+Added: On February 26, 2021, we completed the
+Added: fourth refinancing of the Saratoga CLO.
+Added: This refinancing, among other things, extended the Saratoga CLO reinvestment period to April
+Added: 2024, and extended its legal maturity to April 2033, and added a non-call period ending February 2022.
+Added: In addition, and as part of the
+Added: refinancing, the Saratoga CLO was upsized from $500 million in assets to approximately $650 million.
+Added: As part of this refinancing and
+Added: upsizing, we invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9
+Added: million in aggregate principal amount of the Class F-R-3 Notes tranche at par.
+Added: Concurrently, the existing $2.5 million of Class F-R-2
+Added: Notes, $7.5 million of Class G-R-2 Notes and $25.0 million CLO 2013-1 Warehouse 2 Loan were repaid.
+Added: We also paid $2.6 million of transaction
+Added: costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions.
+Added: August 31, 2021, the outstanding receivable of $2.6 million was repaid.
On June 10, 2024, the Company completed its fifth
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2024 Reset CLO Notes”), consisting of Class A-1-R-4 and Class A-2-R-4.
−Removed: The 2013-1 2024 Reset CLO Notes were issued pursuant to the
−Removed: Indenture with the same Trustee.
−Removed: Proceeds of the issuance of the 2013-1 2024 Reset CLO Notes were used along with existing assets of the
−Removed: Saratoga CLO to redeem the existing Class A-1-R-3 and Class A-2-R-3 Notes.
+Added: The 2013-1 2024 Reset CLO Notes were issued pursuant to
+Added: the Indenture with the same Trustee.
+Added: Proceeds of the issuance of the 2013-1 2024 Reset CLO Notes were used along with existing assets
+Added: of the Saratoga CLO to redeem the existing Class A-1-R-3 and Class A-2-R-3 Notes.
No other Notes were refinanced as part of this refinancing.
The Saratoga CLO paid $0.5 million of transaction costs related to the refinancing.
−Removed: We have formed a wholly owned special purpose
−Removed: entity, Saratoga Investment Funding II LLC, a Delaware limited liability company (“SIF II”), for the purpose of entering into
−Removed: a $50.0 million senior secured revolving credit facility with Encina Lender Finance, LLC (“Encina”), supported by loans held
−Removed: by SIF II and pledged to Encina under the credit facility (the “Encina Credit Facility).
−Removed: The Encina Credit Facility closed on October
−Removed: During the first two years following the closing date, SIF II may request an increase in the commitment amount under the Encina
−Removed: Credit Facility to up to $75.0 million.
−Removed: The terms of the Encina Credit Facility require a minimum drawn amount of $12.5 million at all
−Removed: times during the first six months following the closing date, which increases to the greater of $25.0 million or 50% of the commitment
−Removed: amount in effect at any time thereafter.
−Removed: The term of the Encina Credit Facility is three years.
−Removed: Advances under the Encina Credit Facility
−Removed: 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
−Removed: to our and Encina’s selection of a replacement benchmark rate.
−Removed: Concurrently with the closing of the Encina Credit Facility, all
−Removed: remaining amounts outstanding on our existing revolving credit facility with Madison Capital Funding, LLC were repaid and the facility
−Removed: was terminated.
−Removed: On January 27, 2023, among other things, the borrowings available under the Encina Credit Facility was increased from
−Removed: 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
−Removed: one-month tenor plus a 0.10% credit spread adjustment;
−Removed: the applicable effective margin rate on borrowings increased from 4.00% to 4.25%
−Removed: and the maturity date was extended from October 4, 2024 to January 27, 2026.
+Added: We have utilized a wholly owned special purpose
+Added: entity, Saratoga Investment Funding II LLC, a Delaware limited liability company (“SIF II”), for the purpose of entering
+Added: into a $85.0 million senior secured revolving credit facility with Valley National Bank (“Valley”), supported by loans held
+Added: by SIF II and pledged to Valley under the credit facility (the “Valley Credit Facility).
+Added: The Valley Credit Facility closed on November
+Added: The terms of the Valley Credit Facility require a minimum drawn amount equal to the greater of $25.0 million or 38%
+Added: of the facility amount in effect at such time.
+Added: The term of the Valley Credit Facility is three years.
+Added: Advances under the Valley Credit
+Added: Facility bear interest at a floating rate per annum equal to Term SOFR plus an applicable margin of 2.85%, with a SOFR Floor of 1.00%.
+Added: Concurrently with the closing of the Valley Credit Facility, all remaining amounts outstanding on our existing revolving credit facility
+Added: with Encina Lender Finance, LLC were repaid and the facility was terminated.
We have formed a wholly owned special purpose
6 unchanged sentences
under the Live Oak Credit Facility to up to $150.0 million.
−Removed: The terms of the Live Oak Credit Facility require a minimum drawn amount of
−Removed: $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
−Removed: amount in effect at any time thereafter.
+Added: The terms of the Live Oak Credit Facility require a minimum drawn amount
+Added: 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
+Added: facility amount in effect at any time thereafter.
The term of the Live Oak Credit Facility is three years.
−Removed: Advances under the Live Oak Credit Facility
−Removed: 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
−Removed: Live Oak Credit Facility’s utilization.
−Removed: On June 14, 2024, the Live Oak Credit Facility was amended to, among other things:
−Removed: (i) increase the borrowings available under the Live Oak Credit Facility from up to $50.0 million to up to $75.0 million, subject to a
−Removed: borrowing base requirement;
+Added: Advances under the Live Oak
+Added: 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%
+Added: based on the Live Oak Credit Facility’s utilization.
+Added: On June 14, 2024, the Live Oak Credit Facility was amended to, among
+Added: other things:
+Added: (i) increase the borrowings available under the Live Oak Credit Facility from up to $50.0 million to up to $75.0 million,
+Added: subject to a borrowing base requirement;
(ii) add new lenders to the Live Oak Credit Agreement;
−Removed: (iii) replace administrative agent approval with “Required
−Removed: Lender” (as defined in the Live Oak Credit Agreement) approval with respect to certain matters;
−Removed: (iv) replace Required Lender approval
−Removed: with 100% lender approval with respect to certain matters;
−Removed: and (v) change the definition of Required Lender to require the approval of
−Removed: at least two unaffiliated lenders.
+Added: (iii) replace administrative agent approval
+Added: with “Required Lender” (as defined in the Live Oak Credit Agreement) approval with respect to certain matters;
+Added: Required Lender approval with 100% lender approval with respect to certain matters;
+Added: and (v) change the definition of Required Lender
+Added: to require the approval of at least two unaffiliated lenders.
On October 26, 2021, we entered into a Limited
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SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2021-1 Ltd (“SLF 2021”), which is a wholly owned subsidiary
−Removed: SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second
−Removed: lien term loans or bonds in the primary and secondary markets.
+Added: SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and
+Added: second lien term loans or bonds in the primary and secondary markets.
On September 30, 2022, SLF 2021 was renamed to
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Accordingly, we do not consolidate SLF JV.
−Removed: On October 28, 2022, SLF 2022 issued $402.1 million
−Removed: of debt through the JV CLO trust.
−Removed: The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee.
−Removed: As part of the transaction,
−Removed: we purchased 87.50% of the Class E Notes from SLF 2022 with a par value of $12.25 million.
−Removed: As of February 28, 2025 and February 29, 2024,
−Removed: the fair value of these Class E Notes were $12.3 million and $12.3 million, respectively.
+Added: On September 24, 2025, the Company completed
+Added: the first refinancing of SLF 2022.
+Added: This refinancing, among other things, extended SLF 2022’s investment period to October 2028.
+Added: As part of this refinancing, the Company purchased $8.8 million of the SLF 2022-1 Class E-R Notes tranche at par.
+Added: Concurrently, the existing
+Added: $12.3 million of the SLF 2022-1 Class E Notes were repaid.
+Added: The Company also paid $1.6 million of additional equity investment related
+Added: to the refinancing of SLF JV.
+Added: As of February 28, 2026, the fair value of the Class E-R Notes was $8.4 million.
Critical Accounting Policies and Estimates
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Investments for which market quotations are readily
−Removed: available are fair valued at such market quotations obtained from independent third-party pricing services and market makers subject to
−Removed: any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of these
−Removed: We value investments for which market quotations are not readily available at fair value as approved, in good faith, by our
−Removed: board of directors based on input from Saratoga Investment Advisors, the audit committee of our board of directors and a third party independent
−Removed: valuation firm.
−Removed: We use multiple techniques for determining fair value based on the nature of the investment and experience with those
−Removed: types of investments and specific portfolio companies.
−Removed: The selections of the valuation techniques and the inputs and assumptions used
−Removed: within those techniques often require subjective judgements and estimates.
−Removed: These techniques include market comparables, discounted cash
−Removed: flows and enterprise value waterfalls.
+Added: available are fair valued at such market quotations obtained from independent third-party pricing services and market makers subject
+Added: to any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of
+Added: these investments.
+Added: We value investments for which market quotations are not readily available at fair value as approved, in good faith,
+Added: by our board of directors based on input from Saratoga Investment Advisors, the audit committee of our board of directors and a third
+Added: party independent valuation firm.
+Added: We use multiple techniques for determining fair value based on the nature of the investment and experience
+Added: with those types of investments and specific portfolio companies.
+Added: The selections of the valuation techniques and the inputs and assumptions
+Added: used within those techniques often require subjective judgements and estimates.
+Added: These techniques include market comparables, discounted
+Added: cash flows and enterprise value waterfalls.
Fair value is best expressed as a range of values from which we determine a single best estimate.
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quarter when valuing investments for which market quotations are not readily available, as described below:
−Removed: 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;
−Removed: 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.
−Removed: 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.
+Added: each investment is initially
+Added: valued by the responsible investment professionals of Saratoga Investment Advisors and preliminary valuation conclusions are documented
+Added: and discussed with our senior management;
+Added: an independent valuation firm
+Added: engaged by our board of directors independently reviews a selection of these preliminary valuations each quarter so that the valuation
+Added: of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once
+Added: each fiscal year.
+Added: We use a third-party independent valuation firm to value our investment in the subordinated notes of Saratoga CLO
+Added: 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:
−Removed: 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;
−Removed: 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.
−Removed: Our investment in Saratoga CLO is carried at fair
−Removed: value, which is based on a discounted cash flows that utilizes prepayment, re-investment and loss assumptions based on historical experience
−Removed: and projected performance, economic factors, the characteristics of the underlying cash flow, and market comparables for equity interests
−Removed: in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by Saratoga Investment Advisors and recommended
−Removed: to our board of directors.
−Removed: Specifically, we use Intex cash flows, or an appropriate substitute, to form the basis for the valuation of
−Removed: our investment in Saratoga CLO.
−Removed: The cash flows use a set of inputs including projected default rates, recovery rates, reinvestment rates
−Removed: and prepayment rates in order to arrive at estimated valuations.
−Removed: The inputs are based on available market data and projections provided
−Removed: by third parties as well as management estimates.
−Removed: We use the output from the Intex models (i.e., the estimated cash flows) to perform
−Removed: a discounted cash flow analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO.
+Added: the audit committee of our board of directors reviews
+Added: and approves each preliminary valuation and Saratoga Investment Advisors and an independent valuation firm (if applicable) will supplement
+Added: the preliminary valuation to reflect any comments provided by the audit committee;
+Added: our board of directors discusses the valuations and
+Added: approves the fair value of each investment, in good faith, based on the input of Saratoga Investment Advisors, independent valuation
+Added: firm (to the extent applicable) and the audit committee of our board of directors.
+Added: Our investment in Saratoga CLO is carried at
+Added: fair value, which is based on a discounted cash flows that utilizes prepayment, re-investment and loss assumptions based on historical
+Added: experience and projected performance, economic factors, the characteristics of the underlying cash flow, and market comparables for equity
+Added: interests in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by Saratoga Investment Advisors
+Added: and recommended to our board of directors.
+Added: Specifically, we use Intex cash flows, or an appropriate substitute, to form the basis for
+Added: the valuation of our investment in Saratoga CLO.
+Added: The cash flows use a set of inputs including projected default rates, recovery rates,
+Added: reinvestment rates and prepayment rates in order to arrive at estimated valuations.
+Added: The inputs are based on available market data and
+Added: projections provided by third parties as well as management estimates.
+Added: We use the output from the Intex models (i.e., the estimated cash
+Added: flows) to perform a discounted cash flow analysis on expected future cash flows to determine a valuation for our investment in Saratoga
+Added: The Company’s investments in CLO BB
+Added: and CLO BBB debt have been valued using recent actual market trades or an independent pricing service.
+Added: The valuation methodology of
+Added: the independent pricing service includes incorporating data comprised of observable market transactions, executable bids, broker
+Added: quotes from dealers with two sided markets, as well as transaction activity from comparable securities to those being valued.
+Added: independent pricing service contemplates real-time market data and no unobservable inputs or significant judgment has been used by
+Added: Saratoga Investment Advisors in the valuation of the Company’s investments in CLO BB and CLO BBB debt, such positions are
+Added: considered level II assets.
Rule 2a-5 under the 1940 Act (“Rule 2a-5”)
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to board oversight and certain other conditions, to designate the investment adviser to perform fair value determinations.
−Removed: Rule 2a-5 also
−Removed: defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether
−Removed: a fund must determine the fair value of a security.
+Added: also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining
+Added: whether a fund must determine the fair value of a security.
Rule 31a-4 under the 1940 Act (“Rule 31a-4”) provides the recordkeeping
7 unchanged sentences
premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected.
−Removed: stops accruing interest on its investments when it is determined that interest is no longer collectible.
−Removed: Discounts and premiums on investments
−Removed: purchased are accreted/amortized over the life of the respective investment using the effective yield method.
−Removed: The amortized cost of investments
−Removed: represents the original cost adjusted for the accretion of discounts and amortization of premiums on investments.
+Added: Company stops accruing interest on its investments when it is determined that interest is no longer collectible.
+Added: Discounts and premiums
+Added: on investments purchased are accreted/amortized over the life of the respective investment using the effective yield method.
+Added: The amortized
+Added: cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums on investments.
Loans are generally placed on non-accrual status
13 unchanged sentences
extent such amounts are expected to be collected.
−Removed: We stop accruing PIK interest if we do not expect the issuer to be able to pay all principal
−Removed: and interest when due.
+Added: We stop accruing PIK interest if we do not expect the issuer to be able to pay all
+Added: principal and interest when due.
We generate revenue in the form of interest income
and capital gains on the debt investments that we hold and capital gains, if any, on equity interests that we may acquire.
−Removed: We expect our
−Removed: debt investments, whether in the form of leveraged loans or mezzanine debt, to have terms of up to ten years, and to bear interest at
−Removed: either a fixed or floating rate.
+Added: our debt investments, whether in the form of leveraged loans or mezzanine debt, to have terms of up to ten years, and to bear interest
+Added: at either a fixed or floating rate.
Interest on debt will be payable generally either quarterly or semi-annually.
−Removed: In some cases, our debt
−Removed: or preferred equity investments may provide for a portion or all of the interest to be PIK.
−Removed: To the extent interest is PIK, it will be
−Removed: payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate
+Added: In some cases, our
+Added: debt or preferred equity investments may provide for a portion or all of the interest to be PIK.
+Added: To the extent interest is PIK, it will
+Added: be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate
principal amount of such obligation.
21 unchanged sentences
In addition to refinancing its liabilities, we invested an additional $13.8 million in all of the
−Removed: newly issued subordinated notes of the Saratoga CLO and also purchased $2.5 million in aggregate principal amount of the Class F-R-2 and
−Removed: $7.5 million aggregate principal amount of the Class G-R-2 notes tranches at par, with a coupon of 3M USD LIBOR plus 8.75% and 3M USD
−Removed: LIBOR plus 10.00%, respectively.
−Removed: As part of this refinancing, we also redeemed our existing $4.5 million aggregate amount of the Class
−Removed: F notes tranche at par and the $20.0 million CLO 2013-1 Warehouse Loan was repaid.
+Added: newly issued subordinated notes of the Saratoga CLO and also purchased $2.5 million in aggregate principal amount of the Class F-R-2
+Added: and $7.5 million aggregate principal amount of the Class G-R-2 notes tranches at par, with a coupon of 3M USD LIBOR plus 8.75% and 3M
+Added: USD LIBOR plus 10.00%, respectively.
+Added: As part of this refinancing, we also redeemed our existing $4.5 million aggregate amount of the
+Added: Class F notes tranche at par and the $20.0 million CLO 2013-1 Warehouse Loan was repaid.
On February 11, 2020, we entered into an unsecured
24 unchanged sentences
$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.
−Removed: On August 11, 2021, we sold
−Removed: our Class F-1-R-3 Notes to third parties, resulting in a realized loss of $0.1 million.
+Added: On August 11, 2021,
+Added: we sold our Class F-1-R-3 Notes to third parties, resulting in a realized loss of $0.1 million.
+Added: On June 10, 2024, we completed our fifth refinancing
+Added: of the Saratoga CLO, which adjusted the interest rate of two of the existing Notes.
+Added: Saratoga CLO issued $422.5 million notes (the “2013-1
+Added: 2024 Reset CLO Notes”), consisting of Class A-1-R-4 and Class A-2-R-4.
+Added: The 2013-1 2024 Reset CLO Notes were issued pursuant to
+Added: the indenture with the same trustee.
+Added: Proceeds of the issuance of the 2013-1 2024 Reset CLO Notes were used along with existing assets
+Added: of the Saratoga CLO to redeem the existing Class A-1-R-3 and Class A-2-R-3 Notes.
+Added: No other Notes were refinanced as part of this refinancing.
+Added: The Saratoga CLO paid $0.5 million of transaction costs related to the refinancing.
The Saratoga CLO remains effectively 100% owned
2 unchanged sentences
per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of available proceeds.
−Removed: to the second refinancing and the issuance of the 2013-1 Amended CLO Notes, we received a base management fee of 0.25% per annum and a
−Removed: subordinated management fee of 0.25% per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the
−Removed: extent of available proceeds.
+Added: to the second refinancing and the issuance of the 2013-1 Amended CLO Notes, we received a base management fee of 0.25% per annum and
+Added: a subordinated management fee of 0.25% per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to
+Added: the extent of available proceeds.
Following the third refinancing and the issuance
6 unchanged sentences
credit losses or asset pricing.
−Removed: Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life
−Removed: of the investment from the date the estimated yield was changed.
−Removed: Our primary operating expenses include the payment
−Removed: of investment advisory and management fees, professional fees, directors and officers insurance, fees paid to directors who are not “interested
+Added: Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining
+Added: life of the investment from the date the estimated yield was changed.
+Added: Our primary operating expenses include the payment of investment advisory
+Added: and management fees, professional fees, directors’ and officers’ insurance, fees paid to directors who are not “interested
persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company (“independent directors”) and administrator
5 unchanged sentences
organization;
−Removed: calculating our net asset value (“NAV”) (including the cost and expenses of any independent valuation firm);
−Removed: expenses incurred by our Manager payable to third parties, including agents, consultants or other advisers, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;
−Removed: expenses incurred by our Manager payable for travel and due diligence on our prospective portfolio companies;
−Removed: interest payable on debt, if any, incurred to finance our investments;
+Added: calculating our net asset value (“NAV”)
+Added: (including the cost and expenses of any independent valuation firm);
+Added: expenses incurred by our Manager payable to third parties,
+Added: including agents, consultants or other advisers, in monitoring our financial and legal affairs and in monitoring our investments
+Added: and performing due diligence on our prospective portfolio companies;
+Added: expenses incurred by our Manager payable for travel
+Added: and due diligence on our prospective portfolio companies;
+Added: interest payable on debt, if any, incurred to finance
+Added: our investments;
offerings of our common stock and other securities;
investment advisory and management fees;
−Removed: fees payable to third parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments;
+Added: fees payable to third parties, including agents, consultants
+Added: or other advisers, relating to, or associated with, evaluating and making investments;
transfer agent and custodial fees;
federal and state registration fees;
−Removed: all costs of registration and listing our common stock on any securities exchange;
+Added: all costs of registration and listing our common stock
+Added: on any securities exchange;
federal, state and local taxes;
independent directors’ fees and expenses;
−Removed: costs of preparing and filing reports or other documents required by governmental bodies (including the Securities and Exchange Commission (the “SEC”) and the SBA);
−Removed: costs of any reports, proxy statements or other notices to common stockholders including printing costs;
+Added: costs of preparing and filing reports or other documents
+Added: required by governmental bodies (including the Securities and Exchange Commission (the “SEC”) and the SBA);
+Added: costs of any reports, proxy statements or other notices
+Added: to common stockholders including printing costs;
our fidelity bond, directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;
−Removed: direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
−Removed: administration fees and all other expenses incurred by us or, if applicable, the administrator in connection with administering our business (including payments under the Administration Agreement based upon our allocable portion of the administrator’s overhead in performing its obligations under an Administration Agreement, including rent and the allocable portion of the cost of our officers and their respective staffs (including travel expenses)).
+Added: direct costs and expenses of administration, including
+Added: printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
+Added: administration fees and all other expenses incurred
+Added: by us or, if applicable, the administrator in connection with administering our business (including payments under the Administration
+Added: Agreement based upon our allocable portion of the administrator’s overhead in performing its obligations under an Administration
+Added: Agreement, including rent and the allocable portion of the cost of our officers and their respective staffs (including travel expenses)).
Pursuant to the investment advisory and management
agreement that we had with GSCP (NJ), L.P., our former investment adviser and administrator, we had agreed to pay GSCP (NJ), L.P.
−Removed: as investment
−Removed: adviser a quarterly base management fee of 1.75% of the average value of our total assets (other than cash or cash equivalents but including
−Removed: assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters and an incentive fee.
+Added: investment adviser a quarterly base management fee of 1.75% of the average value of our total assets (other than cash or cash equivalents
+Added: but including assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters and an incentive fee.
The incentive fee had two parts:
−Removed: A fee, payable quarterly in arrears, equal to 20.0% of our pre-incentive fee net investment income, expressed as a rate of return on the value of the net assets at the end of the immediately preceding quarter, that exceeded a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter.
−Removed: Under this provision, in any fiscal quarter, our investment adviser received no incentive fee unless our pre-incentive fee net investment income exceeded the hurdle rate of 1.875%.
−Removed: Amounts received as a return of capital were not included in calculating this portion of the incentive fee.
−Removed: Since the hurdle rate was based on net assets, a return of less than the hurdle rate on total assets could still have resulted in an incentive fee.
−Removed: A fee, payable at the end of each fiscal year, equal to 20.0% of our net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation, in each case on a cumulative basis on each investment in our portfolio, less the aggregate amount of capital gains incentive fees paid to the investment adviser through such date.
+Added: A fee, payable quarterly in arrears, equal to 20.0%
+Added: of our pre-incentive fee net investment income, expressed as a rate of return on the value of the net assets at the end of the immediately
+Added: preceding quarter, that exceeded a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter.
+Added: Under this provision,
+Added: in any fiscal quarter, our investment adviser received no incentive fee unless our pre-incentive fee net investment income exceeded
+Added: the hurdle rate of 1.875%.
+Added: Amounts received as a return of capital were not included in calculating this portion of the incentive
+Added: Since the hurdle rate was based on net assets, a return of less than the hurdle rate on total assets could still have resulted
+Added: in an incentive fee.
+Added: A fee, payable at the end of each fiscal year, equal
+Added: to 20.0% of our net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation,
+Added: in each case on a cumulative basis on each investment in our portfolio, less the aggregate amount of capital gains incentive fees
+Added: paid to the investment adviser through such date.
We deferred cash payment of any incentive fee
23 unchanged sentences
distinctions in the fee terms:
−Removed: The capital gains portion of the incentive fee was reset with respect to gains and losses from May 31, 2010, and therefore losses and gains incurred prior to such time will not be taken into account when calculating the capital gains fee payable to Saratoga Investment Advisors and, as a result, Saratoga Investment Advisors will be entitled to 20.0% of net gains that arise after May 31, 2010.
−Removed: In addition, the cost basis for computing realized gains and losses on investments held by us as of May 31, 2010 equal the fair value of such investment as of such date.
−Removed: Under the investment advisory and management agreement with our former investment adviser, GSCP (NJ), L.P., the capital gains fee was calculated from March 21, 2007, and the gains were substantially outweighed by losses.
−Removed: Under the “catch up” provision, 100.0% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income that exceeds 1.875% but is less than or equal to 2.344% in any fiscal quarter is payable to Saratoga Investment Advisors.
−Removed: This will enable Saratoga Investment Advisors to receive 20.0% of all net investment income as such amount approaches 2.344% in any quarter, and Saratoga Investment Advisors will receive 20.0% of any additional net investment income.
−Removed: Under the investment advisory and management agreement with our former investment adviser, GSCP (NJ), L.P.
+Added: The capital gains portion of the incentive fee was
+Added: reset with respect to gains and losses from May 31, 2010, and therefore losses and gains incurred prior to such time will not be
+Added: taken into account when calculating the capital gains fee payable to Saratoga Investment Advisors and, as a result, Saratoga Investment
+Added: Advisors will be entitled to 20.0% of net gains that arise after May 31, 2010.
+Added: In addition, the cost basis for computing realized
+Added: gains and losses on investments held by us as of May 31, 2010 equal the fair value of such investment as of such date.
+Added: investment advisory and management agreement with our former investment adviser, GSCP (NJ), L.P., the capital gains fee was calculated
+Added: from March 21, 2007, and the gains were substantially outweighed by losses.
+Added: Under the “catch up” provision, 100.0%
+Added: of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income that
+Added: exceeds 1.875% but is less than or equal to 2.344% in any fiscal quarter is payable to Saratoga Investment Advisors.
+Added: This will enable
+Added: Saratoga Investment Advisors to receive 20.0% of all net investment income as such amount approaches 2.344% in any quarter, and Saratoga
+Added: Investment Advisors will receive 20.0% of any additional net investment income.
+Added: Under the investment advisory and management agreement
+Added: with our former investment adviser, GSCP (NJ), L.P.
only received 20.0% of the excess net investment income over 1.875%.
−Removed: We will no longer have deferral rights regarding incentive fees in the event that the distributions to stockholders and change in net assets is less than 7.5% for the preceding four fiscal quarters.
+Added: We will no longer have deferral rights regarding incentive
+Added: fees in the event that the distributions to stockholders and change in net assets is less than 7.5% for the preceding four fiscal
Capital Gains Incentive Fee
−Removed: We record an expense accrual relating to the capital
−Removed: gains incentive fee payable by us to the Manager when the unrealized gains on its investments exceed all realized capital losses on its
−Removed: investments given the fact that a capital gains incentive fee would be owed to the Manager if we were to liquidate our investment portfolio
−Removed: at such time.
−Removed: The actual incentive fee payable to the Company’s Manager related to capital gains will be determined and payable
−Removed: in arrears at the end of each fiscal year and will include only realized capital gains for the period.
+Added: We record an expense accrual relating to the
+Added: capital gains incentive fee payable by us to the Manager when the unrealized gains on its investments exceed all realized capital losses
+Added: on its investments given the fact that a capital gains incentive fee would be owed to the Manager if we were to liquidate our investment
+Added: portfolio at such time.
+Added: The actual incentive fee payable to the Company’s Manager related to capital gains will be determined and
+Added: payable in arrears at the end of each fiscal year and will include only realized capital gains for the period.
Recent Accounting Pronouncements
2 unchanged sentences
The amendments in this update require more disaggregated information on income taxes paid.
−Removed: is effective for years beginning after December 15, 2024.
−Removed: Early adoption is permitted, however the Company has not elected to early adopt
−Removed: this provision as of the date of the financial statements contained in this report.
−Removed: The Company is still assessing the impact of the new
+Added: is effective for annual reporting periods beginning after December 15, 2024.
+Added: We have adopted ASU 2023-09 effective as of February 28,
+Added: 2026, and concluded that the application of this guidance did not have a material impact on our consolidated financial statements.
+Added: Note 6 in Item 8, Financial Statements and Supplementary Data , for further information.
In November 2024, the FASB issued ASU 2024-03,
−Removed: “Disaggregation of Income Statement Expenses,” which requires additional disclosure of the nature of expenses included in the
−Removed: income statement in response to requests from investors for more information about an entity’s expenses.
+Added: Disaggregation of Income Statement Expenses , which requires additional disclosure of the nature of expenses included in the income
+Added: statement in response to requests from investors for more information about an entity’s expenses.
The new standard requires disaggregation
3 unchanged sentences
The Company is currently evaluating the impact of the new standard
−Removed: on the Company’s consolidated financial statements and related disclosures and does not believe it will have a material impact on its
−Removed: consolidated financial statements or its disclosures.
+Added: on the Company’s consolidated financial statements and related disclosures and does not believe it will have a material impact
+Added: on its consolidated financial statements or its disclosures.
Portfolio and investment activity
10 unchanged sentences
$ 11.2(1.2 )%
+Added: $ 26.1(3.0 )%
Fixed rate debt (weighted average current coupon)(3)
3 unchanged sentences
$ 997.9(99.5 )%
−Removed: Floating rate debt (weighted average current spread over LIBOR/SOFR)(3)(4)
−Removed: Excludes our investment in the subordinated notes of Saratoga CLO.
−Removed: At February 28, 2025, excludes our investment in the subordinated notes of Saratoga CLO and Class F-2-R-3 Notes tranche, as well as the unsecured notes and equity interests in the SLF JV and the Class E Note tranche of the SLF 2022.
−Removed: At February 28, 2023, excludes our investment in the subordinated notes of Saratoga CLO, Class F-2-R-3 Note tranche, as well as the unsecured notes and equity interests in the SLF JV.
−Removed: Excludes our investment in the subordinated notes of Saratoga CLO and equity interests, as well as the unsecured notes and equity interests in SLF JV and the Class E Note tranche of the SLF 2022.
−Removed: Calculation uses either 1-month or 3-month LIBOR/SOFR,
−Removed: depending on the contractual terms, and after factoring in any existing LIBOR/SOFR floors.
−Removed: Our investment in the subordinated notes of Saratoga CLO and Class F-R-3 Note tranche, as well as the unsecured notes and equity interests in the SLF JV and the Class E note tranche of the SLF 2022 are included in Structured Finance Securities industry.
+Added: Floating rate debt (weighted average current spread over LIBOR)(3)(4)
+Added: (1) Excludes our investment in the subordinated notes
+Added: of Saratoga CLO, and our investments in BBB and BB CLO debt securities.
+Added: (2) Excludes our investment in the subordinated notes and F-2-R-3 Notes of Saratoga CLO, the unsecured
+Added: notes and equity interests in the SLF JV, Class E Notes and E-R Notes of SLF 2022, and our investments in BB and BBB CLO debt securities.
+Added: (3) Excludes our investment in the subordinated notes
+Added: of Saratoga CLO and equity interests, as well as the unsecured notes and equity interests
+Added: in SLF JV, Class E Notes and E-R Notes of the SLF 2022 and our investments in BB and BBB CLO
+Added: debt securities.
+Added: (4) Calculation uses either 1-month or 3-month LIBOR,
+Added: depending on the contractual terms, and after factoring in any existing LIBOR floors.
+Added: (5) Our investment in the subordinated notes of Saratoga
+Added: CLO and Class F-2-R-3 Note tranche, the unsecured notes and equity interests in the SLF JV,
+Added: the Class E Notes and E-R Notes of the SLF 2022 and our investments in BB and BBB CLO debt securities are included
+Added: in Structured Finance Securities industry.
During the fiscal year ended February 28, 2026,
we invested $309.5 million in new and existing portfolio companies and had $184.6 million in aggregate amount of exits and repayments,
−Removed: resulting in net repayments of $144.0 million for the year.
+Added: including $180.0 million of proceeds from sales and repayments of debt and equity investments in the current period and $4.6 million of
+Added: additional proceeds from sales of equity investments realized in a prior period, resulting in net investments of $124.9 million for the
During the fiscal year ended February 28, 2025,
−Removed: we invested $246.1 million in new and existing portfolio companies and had $30.3 million in aggregate amount of exits and repayments resulting
−Removed: in net investments of $215.8 million for the year.
+Added: we invested $168.1 million in new and existing portfolio companies and had $312.1 million in aggregate amount of exits and repayments
+Added: resulting in net repayments of $144.0 million for the year.
During the fiscal year ended February 29, 2024,
2 unchanged sentences
Portfolio Composition
−Removed: Our portfolio composition at February 28, 2025, February
−Removed: 29, 2024 and February 28, 2023 at fair value was as follows:
+Added: Our portfolio composition
+Added: at February 28, 2026, February 28, 2025 and February 29, 2024 at fair value was as follows:
February 28, 2026
1 unchanged sentence
February 29, 2024
−Removed: Percentage of Total Portfolio
−Removed: Weighted Average Current Yield
−Removed: Percentage of Total Portfolio
−Removed: Weighted Average Current Yield
−Removed: Percentage of Total Portfolio
−Removed: Weighted Average Current Yield
First lien term loans
Second lien term loans
−Removed: Unsecured loans
+Added: Unsecured term loans
Structured finance securities
Equity interests
−Removed: At February 28, 2025, our investment in the
−Removed: subordinated notes of Saratoga CLO, a collateralized loan obligation fund, had a fair value of $0.2 million and constituted 0.02% of
−Removed: our portfolio.
−Removed: This investment constitutes a first loss position in a portfolio that, as of February 28, 2025 and February 29, 2024,
−Removed: was composed of $527.1 million and $640.8 million, respectively, in aggregate principal amount of primarily senior secured first
−Removed: lien term loans.
−Removed: In addition, as of February 28, 2025, we also own $9.4 million in aggregate principal of the F-2-R-3 Notes in the
−Removed: Saratoga CLO, which only rank senior to the subordinated notes.
+Added: At February 28, 2026, our investment in the subordinated
+Added: notes of Saratoga CLO, a collateralized loan obligation fund, had a fair value of $0.0 million and constituted 0.0% of our portfolio.
+Added: This investment constitutes a first loss position in a portfolio that, as of February 28, 2026 and February 28, 2025, was composed of
+Added: $391.0 million and $527.1 million, respectively, in aggregate principal amount of primarily senior secured first lien term loans.
+Added: as of February 28, 2026, we also own $9.4 million in aggregate principal of the F-2-R-3 Notes in the Saratoga CLO, which only rank senior
+Added: to the subordinated notes, and had a fair value of $0.0 million.
This investment is subject to unique risks.
“Risk Factors—Our investment in Saratoga CLO constitutes a leveraged investment in a portfolio of subordinated
−Removed: notes representing the lowest-rated securities issued by a pool of predominantly senior secured first lien term loans and is subject to
−Removed: additional risks and volatility.
−Removed: All losses in the pool of loans will be borne by our subordinated notes and only after the value of our
−Removed: subordinated notes is reduced to zero will the higher-rated notes issued by the pool bear any losses”).
−Removed: We do not consolidate the
−Removed: Saratoga CLO portfolio in our consolidated financial statements.
−Removed: Accordingly, the metrics below do not include the underlying Saratoga
−Removed: CLO portfolio investments.
−Removed: However, at February 28, 2025, $484.3 million or 98.4% of the Saratoga CLO portfolio investments in terms of
−Removed: market value had a CMR color rating of green or yellow and eight of the Saratoga CLO portfolio investments were in default with a fair
−Removed: value of $4.4 million.
−Removed: At February 29, 2024, $603.0 million or 99.2% of the Saratoga CLO portfolio investments in terms of market value
−Removed: had a CMR color rating of green or yellow and two of the Saratoga CLO portfolio investments were in default with a fair value of $0.3
−Removed: For more information relating to Saratoga CLO, see the audited financial statements for Saratoga CLO included elsewhere herein.
−Removed: Saratoga Investment Advisors normally grades all
−Removed: of our investments using a credit and monitoring rating system (“CMR”).
+Added: notes representing the lowest-rated securities issued by a pool of predominantly senior secured first lien term loans and is subject
+Added: to additional risks and volatility.
+Added: All losses in the pool of loans will be borne by our subordinated notes and only after the value
+Added: of our subordinated notes is reduced to zero will the higher-rated notes issued by the pool bear any losses”).
+Added: We do not consolidate the Saratoga CLO portfolio
+Added: in our consolidated financial statements.
+Added: Accordingly, the metrics below do not include the underlying Saratoga CLO portfolio investments.
+Added: However, at February 28, 2026, $348.3 million or 98.4% of the Saratoga CLO portfolio investments in terms of market value had a CMR color
+Added: rating of green or yellow and one of the Saratoga CLO portfolio investments were in default with a fair value of $0.9 million.
+Added: 28, 2025, $484.3 million or 98.4% of the Saratoga CLO portfolio investments in terms of market value had a CMR color rating of green or
+Added: yellow and eight of the Saratoga CLO portfolio investments were in default with a fair value of $4.4 million.
+Added: For more information relating
+Added: to Saratoga CLO, see the audited financial statements for Saratoga CLO included elsewhere herein.
+Added: Saratoga Investment Advisors normally grades
+Added: all of our investments using a credit and monitoring rating system (“CMR”).
The CMR consists of a single component:
−Removed: a color rating.
−Removed: The color rating is based on several criteria, including financial and operating strength, probability of default, and restructuring risk.
+Added: The color rating is based on several criteria, including financial and operating strength, probability of default, and restructuring
The color ratings are characterized as follows:
3 unchanged sentences
Portfolio CMR distribution
−Removed: The CMR distribution of our investments at February 28, 2025
−Removed: and February 29, 2024 was as follows:
+Added: The CMR distribution of our investments at February 28, 2026 and February
+Added: 28, 2025 was as follows:
Saratoga Investment Corp.
1 unchanged sentence
February 28, 2025
−Removed: Investments at Fair Value
−Removed: Percentage of Total Portfolio
−Removed: Investments at Fair Value
−Removed: Percentage of Total Portfolio
($ in thousands)
−Removed: (1) Comprised of our investment in the subordinated notes of Saratoga
−Removed: CLO and equity interests.
+Added: (1) Comprised of our investment in the subordinated notes
+Added: of Saratoga CLO, equity interests, and our investments in BB and BBB CLO debt securities.
The change in reserve from $0.2 million as of
−Removed: February 29, 2024 to $0.2 million as of February 28, 2025 was primarily related to the reversal and receipt of the non-accrual of interest
−Removed: income related to our investment in Knowland Group, and the write-down of all reserved interest income related to our investments in Pepper
−Removed: Palace and Zollege as part of their restructurings this year.
+Added: February 28, 2025 to $0.5 million as of February 28, 2026 was primarily related to the non-accrual of interest income related to our
+Added: investments in Pepper Palace, Inc.
+Added: and Class F-2-R-3 Notes of the Saratoga CLO.
The CMR distribution of Saratoga CLO investments at February 28, 2026
2 unchanged sentences
February 28, 2025
−Removed: Investments at Fair Value
−Removed: Percentage of Total Portfolio
−Removed: Investments at Fair Value
−Removed: Percentage of Total Portfolio
($ in thousands)
(1) Comprised of Saratoga CLO’s equity interests.
−Removed: Portfolio composition by industry grouping at fair
−Removed: The following table shows our portfolio composition by industry
−Removed: grouping at fair value at February 28, 2025 and February 29, 2024:
+Added: Portfolio composition
+Added: by industry grouping at fair value
+Added: The following table shows our portfolio composition by industry grouping
+Added: at fair value at February 28, 2026 and February 28, 2025:
Saratoga Investment Corp.
1 unchanged sentence
February 28, 2025
−Removed: Investments At Fair Value
−Removed: Investments At Fair Value
−Removed: Percentage of Total Portfolio
($ in thousands)
Healthcare Services
+Added: Structured Finance Securities(1)
Consumer Services
−Removed: HVAC Services and Sales
Real Estate Services
+Added: HVAC Services and Sales
Healthcare Software
−Removed: Education Software
−Removed: Dental Practice Management
−Removed: Mental Healthcare Services
−Removed: Cutsom Millwork Software
−Removed: Municipal Government Software
−Removed: Health/Fitness Franchisor
+Added: Custom Millwork Software
+Added: Research Software
Education Services
−Removed: Talent Acquisition Software
Employee Collaboration Software
+Added: Surgical Benefits Management
+Added: Municipal Government Software
+Added: Dental Practice Management
Financial Services
−Removed: Research Software
+Added: Education Software
+Added: Revenue Cycle Management & Related Services
+Added: Talent Acquisition Software
+Added: Health/Fitness Franchisor
Architecture & Engineering Software
−Removed: Association Management Software
−Removed: Direct Selling Software
−Removed: Mentoring Software
Insurance Software
−Removed: Investment Fund
−Removed: Marketing Orchestration Software
+Added: Property Operations Management Software
+Added: Mentoring Software
Corporate Education Software
−Removed: Non-profit Services
−Removed: Structured Finance Securities(1)
+Added: Direct Selling Software
+Added: Fire Inspection Business Software
+Added: Marketing Orchestration Software
Veterinary Services
−Removed: Field Service Management
−Removed: Lead Management Software
Alternative Investment Management Software
−Removed: Fire Inspection Business Software
−Removed: Financial Services Software
+Added: Volunteer Program Management Software
+Added: Supply Chain Planning Software
Industrial Products
+Added: HVAC Monitoring Devices
+Added: Product Compliance Software
Office Supplies
2 unchanged sentences
Specialty Food Retailer
−Removed: Healthcare Supply
−Removed: Facilities Maintenance
−Removed: Hospitality/Hotel
−Removed: Sports Management
−Removed: Legal Software
−Removed: Roofing Contractor Software
−Removed: (1) As of February 28, 2025, comprised of our investment in the subordinated
−Removed: notes and F-2-R-3 Notes of Saratoga CLO, as well as the unsecured notes and equity interests in the SLF JV and E-Notes of SLF 2022.
−Removed: of February 29, 2024, comprised of our investment in the subordinated notes and Class F-2-R-3 Notes of Saratoga CLO, as well as the unsecured
−Removed: notes and equity interests in the SLF JV and E-Notes of SLF 2022.
−Removed: The following table shows Saratoga CLO’s portfolio
−Removed: composition by industry grouping at fair value at February 28, 2025 and February 29, 2024:
+Added: Association Management Software
+Added: Physician Compensation Management Software
+Added: Mental Healthcare Services
+Added: Investment Fund
+Added: Non-profit Services
+Added: Field Service Management
+Added: Lead Management Software
+Added: Financial Services Software
+Added: As of February 28, 2026 and
+Added: February 28, 2025, the foregoing comprised of our investment in the subordinated notes and F-2-R-3 Notes of Saratoga CLO, the
+Added: unsecured notes and equity interests in the SLF JV, Class E Notes and E-R Notes of the SLF 2022, and our investments in BB and BBB CLO debt securities.
+Added: The following table shows Saratoga CLO’s portfolio composition
+Added: by industry grouping at fair value at February 28, 2026 and February 28, 2025:
February 28, 2026
3 unchanged sentences
High Tech Industries
−Removed: Healthcare & Pharmaceuticals
Chemicals, Plastics, & Rubber
−Removed: Telecommunications
−Removed: Advertising, Printing & Publishing
+Added: Healthcare & Pharmaceuticals
Hotel, Gaming & Leisure
Consumer goods:
−Removed: Containers, Packaging & Glass
−Removed: Construction & Building
+Added: Advertising, Printing & Publishing
+Added: Telecommunications
Beverage, Food & Tobacco
Consumer goods:
−Removed: Aerospace & Defense
+Added: Construction & Building
Transportation:
Broadcasting & Subscription
−Removed: Diversified & Production
+Added: Containers, Packaging & Glass
Capital Equipment
+Added: Diversified & Production
Forest Products & Paper
Transportation:
−Removed: Environmental Industries
+Added: Aerospace & Defense
Metals & Mining
−Removed: Portfolio composition by geographic location at fair
+Added: Environmental Industries
+Added: composition by geographic location at fair value
The following table shows our portfolio composition by geographic
4 unchanged sentences
February 28, 2025
−Removed: Investments at
−Removed: Percentage of
−Removed: Investments at
−Removed: Percentage of
−Removed: Total Portfolio
($ in thousands)
−Removed: International / Other
−Removed: (1) As of February 28, 2025, comprised of our investments in the
−Removed: subordinated notes, F-2-R-3 Notes of Saratoga CLO, as well as the unsecured notes and equity interests in the SLF JV and foreign investments.
−Removed: As of February 29, 2024, comprised of our investments in the subordinated notes, F-2-R-3 Notes of Saratoga CLO, as well as the unsecured
−Removed: notes and equity interests in the SLF JV and foreign investments.
+Added: International
+Added: As of February 28, 2026, comprised of our investment in the subordinated notes, F-2-R-3 Notes of Saratoga CLO, the unsecured notes and equity interests in the SLF JV, Class E Notes and E-R Notes of SLF 2022, foreign investments and our investments in BB and BBB CLO debt securities.
Results of operations
−Removed: Operating results for the fiscal years ended February 28,
−Removed: 2025, February 29, 2024 and February 28, 2023 were as follows:
+Added: Operating results for the fiscal years ended February 28, 2026, February
+Added: 28, 2025 and February 29, 2024 were as follows:
For the Year Ended
+Added: February 28, 2026
+Added: February 28, 2025
+Added: February 29, 2024
($ in thousands)
4 unchanged sentences
Income tax (provision) benefit from realized gain on investments
−Removed: Net change in unrealized appreciation (depreciation) on investments
−Removed: Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
+Added: Net change in unrealized appreciation (depreciation) on
+Added: Net change in provision for deferred
+Added: taxes on unrealized (appreciation) depreciation on investments
Loss on extinguishment of debt*
−Removed: Net increase in net assets resulting from operations
−Removed: * Certain prior period amounts have been reclassified to conform
−Removed: to current period presentation.
+Added: Net increase in net assets resulting
+Added: from operations
+Added: * Certain prior period amounts have been reclassified
+Added: to conform to current period presentation.
Investment income
−Removed: The composition of our investment income for the fiscal years
−Removed: ended February 28, 2025, February 29, 2024 and February 28, 2023 were as follows:
+Added: The composition of our investment income for the fiscal years ended
+Added: February 28, 2026, February 28, 2025 and February 29, 2024 were as follows:
For the Year Ended
+Added: February 28, 2026
+Added: February 28, 2025
+Added: February 29, 2024
($ in thousands)
7 unchanged sentences
Total investment income
−Removed: * Certain prior period amounts have been reclassified to conform
−Removed: to current period presentation.
−Removed: For the fiscal year ended February 28, 2025, total
−Removed: investment income increased $5.1 million, or 3.6%, to $148.9 million for the fiscal year ended February 28, 2025 compared to $143.7 million
−Removed: for the fiscal year ended February 29, 2024.
−Removed: Interest income from investments increased $3.2 million, or 2.5%, to $131.0 million for the
−Removed: year ended February 28, 2025 from $127.8 million for the fiscal year ended February 29, 2024.
−Removed: The increase in interest income for the
−Removed: fiscal year ended February 28, 2025 is primarily due to the recognition of $8.2 million interest income related to our Knowland investment
−Removed: that was previously on non-accrual and was fully repaid this year with all interest, offset by lower interest income on the overall portfolio
−Removed: as the weighted average interest rate decreased from 11.4% as of February 29, 2024 to 10.8% as of February 28, 2025.
+Added: * Certain prior period amounts have been reclassified
+Added: to conform to current period presentation.
For the fiscal year ended February 28, 2026, total
−Removed: investment income increased $44.6 million, or 45.0%, to $143.7 million for the fiscal year ended February 29, 2024 compared to $99.1 million
+Added: investment income decreased $23.2 million, or 15.6%, to $125.7 million compared to $148.9 million for the fiscal year ended February 28,
+Added: Interest income from investments decreased $24.1 million, or 18.4%, to $106.9 million for the year ended February 28, 2026 from
+Added: $131.0 million for the fiscal year ended February 28, 2025.
+Added: The decrease in interest income for the fiscal year ended February 28, 2026
+Added: is primarily attributable to (i) the non-recurrence of $7.9 million interest income related to our Knowland investment recognized last
+Added: year that was previously on non-accrual, (ii) decrease of our average investment portfolio by 2.8% from $1,042.6 million last year to
+Added: $1,013.4 million this year, and (iii) the decrease of the weighted average current yield on our core investments to 9.6% as of February
+Added: 28, 2026, down from 10.8% at February 28, 2025, reflecting both the reduction in SOFR base rates during this period, as well as the tightening
+Added: of spreads in the middle market.
For the fiscal year ended February 28, 2025,
−Removed: Interest income from investments increased $42.6 million, or 50.0%, to $127.8 million for
−Removed: the year ended February 29, 2024 from $85.2 million for the fiscal year ended February 28, 2023.
−Removed: The increase in interest income for the
−Removed: fiscal year ended February 29, 2024 is primarily attributable to an increase of 17.1% in total investments to $1,138.8 million from $972.6
−Removed: million in the prior period, as well as the increase in the weighted average current yield on investments of 11.4% compared to 10.7% in
−Removed: the prior period.
+Added: total investment income increased $5.1 million, or 3.6%, to $148.9 million for the fiscal year ended February 28, 2025 compared to $143.7
+Added: million for the fiscal year ended February 29, 2024.
+Added: Interest income from investments increased $3.2 million, or 2.5%, to $131.0 million
+Added: for the year ended February 28, 2025 from $127.8 million for the fiscal year ended February 29, 2024.
+Added: The increase in interest income
+Added: for the fiscal year ended February 28, 2025 is primarily due to the recognition of $8.2 million interest income related to our Knowland
+Added: investment that was previously on non-accrual and was fully repaid this year with all interest, offset by lower interest income on the
+Added: overall portfolio as the weighted average interest rate decreased from 11.4% as of February 29, 2024 to 10.8% as of February 28, 2025.
For the fiscal year ended February 28, 2026 and
February 28, 2025, total PIK income was $2.9 million and $4.0 million, respectively.
−Removed: This increase was primarily due to the recognition
−Removed: of reserved Knowland PIK interest previously on non-accrual and fully repaid during this year.
+Added: This decrease was primarily due to the recognition
+Added: of reserved Knowland PIK interest recognized last year.
For the fiscal year ended February 28, 2025 and
6 unchanged sentences
fee income was $2.6 million, $3.1 million and $3.3 million, respectively.
+Added: The reduction reflects the reduction of the asset levels in
+Added: the Saratoga CLO as it is currently in winddown mode.
For the fiscal year ended February 28, 2026, February
1 unchanged sentence
Dividends received
−Removed: is recorded in the consolidated statements of operations when earned, and the decrease primarily reflects the reduced $4.0 million of
−Removed: dividend income received on the SLF JV as of February 28, 2025 compared to $5.9 million as of February 29, 2024.
−Removed: For the fiscal year ended February 28, 2025, February
−Removed: 29, 2024 and February 28, 2023, total structuring and advisory fee income was $1.6 million, $2.1 million and $3.6 million, respectively.
+Added: is recorded in the consolidated statements of operations when earned.
+Added: For the fiscal year ended February 28, 2026,
+Added: February 28, 2025 and February 29, 2024, total structuring and advisory fee income was $2.2 million, $1.6 million and $2.1 million, respectively.
Structuring and advisory fee income represents fee income earned and received performing certain investment and advisory activities during
3 unchanged sentences
Other income primarily includes
−Removed: prepayment, amendment and redemption fees and is recorded in the consolidated statements of operations when earned.
−Removed: Operating expenses
−Removed: The composition of our operating expenses for the years ended
−Removed: February 28, 2025, February 29, 2024 and February 28, 2023 were as follows:
+Added: prepayment, monitoring and amendment fees and is recorded in the consolidated statements of operations when earned.
+Added: The composition of our operating expenses for
+Added: the years ended February 28, 2026, February 28, 2025 and February 29, 2024 were as follows:
For the Year Ended
+Added: February 28, 2026
+Added: February 28, 2025
+Added: February 29, 2024
($ in thousands)
10 unchanged sentences
For the year ended February 28, 2026, total operating
−Removed: expenses increased $9.0 million, or 10.4%, to $95.9 million compared to $86.8 million for the year ended February 29, 2024.
+Added: expenses decreased $7.0 million, or 7.3%, to $88.9 million compared to $95.9 million for the year ended February 28, 2025.
ended February 28, 2025, total operating expenses increased $9.0 million, or 10.4%, to $95.9 million compared to $86.8 million for the
1 unchanged sentence
For the year ended February 28, 2026, interest
+Added: and debt financing expenses decreased $2.8 million, or 5.2% compared to the year ended February 28, 2025.
+Added: The decrease is primarily attributable
+Added: to both the total average outstanding debt decreasing from $836.2 million for the year ended February 28, 2025 to $791.3 million for the
+Added: year ended February 28, 2026.
+Added: The weighted average interest rate on our outstanding indebtedness also decreased slightly from 5.56% to
+Added: 5.55% for the same periods.
+Added: For the year ended February 28, 2025, interest
and debt financing expenses increased $2.9 million, or 5.9% compared to the year ended February 29, 2024.
3 unchanged sentences
to 5.56% for the same periods.
−Removed: For the year ended February 29, 2024, interest
−Removed: and debt financing expenses increased $15.7 million, or 46.8% compared to the year ended February 28, 2023.
−Removed: The increase is attributable
−Removed: to both the total average outstanding debt increasing from $663.0 million for the year ended February 28, 2023 to $798.9 million for the
−Removed: year ended February 29, 2024, as well as the weighted average interest rate on our outstanding indebtedness increasing from 4.48% to 5.46%
−Removed: for the same periods.
−Removed: The increase in total average outstanding debt and the weighted average interest rate was primarily due to the issuance
−Removed: during the year ended February 29, 2024 of the higher-cost 8.75% 2025 Notes and 8.50% 2028 Notes.
−Removed: At February 29, 2024 and February 28,
−Removed: 2023, the lower-cost SBA debentures represented 26.1% and 27.7% of overall debt, respectively.
+Added: The increase in total average outstanding debt and the weighted average interest rate was primarily due
+Added: to the issuance during the year ended February 28, 2025 of the higher-cost 8.75% 2025 Notes and 8.50% 2028 Notes.
+Added: At February 28, 2025
+Added: and February 29, 2024, the lower-cost SBA debentures represented 26.1% and 27.7% of overall debt, respectively.
For the year ended February 28, 2026, base management
4 unchanged sentences
For the year ended February 28, 2025, base management
−Removed: fees increased $2.8 million, or 17.0% compared to the fiscal year ended February 28, 2023.
−Removed: The increase in base management fees is due
−Removed: to the 17.0% increase in the average value of our total assets, less cash and cash equivalents, from $938.5 million as of February 28,
+Added: fees decreased $0.8 million, or 4.3% compared to the fiscal year ended February 29, 2024.
+Added: The decrease in base management fees is due
+Added: to the 4.3% decrease in the average value of our total assets, less cash and cash equivalents, from $1,097.8 million as of February 29,
2024 to $1,050.5 million as of February 28, 2025.
For the year ended February 28, 2026, incentive
−Removed: fees increased $5.2 million, or 65.1% compared to the fiscal year ended February 29, 2024.
−Removed: The incentive fee on income increased this
−Removed: year from $13.0 million for the year ended February 29, 2024 to $13.2 million for the year ended February 28, 2025, reflecting the increased
−Removed: operating performance of our debt investments during this period.
−Removed: The incentive fees on capital gains increased from $(8.3) million benefit
−Removed: for the fiscal year ended February 29, 2024 to $(5.9) million benefit for the fiscal year ended February 28, 2025, both reflecting the
−Removed: incentive fee income and expense on net unrealized appreciation and depreciation recognized during both these periods, with the liability
−Removed: floor capped at zero.
+Added: fees decreased $4.0 million, or 30.4% compared to the fiscal year ended February 28, 2025.
+Added: The incentive fee on income decreased this
+Added: year from $13.2 million for the year ended February 28, 2025 to $9.2 million for the year ended February 28, 2026, reflecting the decrease
+Added: in net investment income during this period.
+Added: The incentive fees on capital gains remained unchanged at $0.0 million for both the twelve
+Added: months ended February 28, 2026 and 2025, reflecting no incentive fee on net realized and unrealized depreciation recognized during both
+Added: these periods, with the liability floor capped at zero.
For the year ended February 28, 2025, incentive
3 unchanged sentences
operating performance of our debt investments during this period.
−Removed: The incentive fees on capital gains decreased from ($1.8) million benefit
+Added: The incentive fees on capital gains increased from $(8.3) million benefit
for the fiscal year ended February 29, 2024 to $(5.9) million benefit for the fiscal year ended February 28, 2025, both reflecting the
2 unchanged sentences
fees increased $0.8 million, or 36.9% compared to the fiscal year ended February 28, 2025.
−Removed: This increase is primarily due to inflationary
−Removed: increases from vendors across accounting, legal and consulting fees across the Company, as well as the additional cost of performing a
−Removed: Sarbanes Oxley audit this year with the Company becoming an accelerated filer.
+Added: This increase primarily reflects the growth
+Added: across accounting, legal and consulting fees in connection with an increase in our assets and legal entities, as well as inflationary
+Added: increases across these vendors.
For the year ended February 28, 2025, professional
−Removed: fees decreased $0.05 million, or 2.5% compared to the fiscal year ended February 28, 2023.
−Removed: This decrease primarily reflects the benefit
−Removed: of scale and optimization of costs and vendors across accounting, legal and consulting fees across the Company.
−Removed: For the year ended February 28, 2025, administrator
−Removed: expenses increased $0.8 million, or 21.6% compared to the fiscal year ended February 29, 2024, which reflects an increase to the cap on
−Removed: the payment or reimbursement of expenses by the Company from $4.3 million last year to $5.0 million, effective August 1, 2024.
+Added: fees increased $0.3 million, or 16.5% compared to the fiscal year ended February 29, 2024.
+Added: This increase is primarily due to inflationary
+Added: increases from vendors across accounting, legal and consulting fees across the Company.
+Added: For the year ended February 28, 2026, administrator expenses increased
+Added: $0.5 million, or 11.2% compared to the fiscal year ended February 28, 2025, which reflects an increase to the cap on the payment or reimbursement
+Added: of expenses by the Company from $5.0 million last year to $5.4 million, effective August 1, 2025
For the year ended February 28, 2025, administrator
−Removed: expenses increased $0.7 million, or 22.5% compared to the fiscal year ended February 28, 2023, which reflects an increase to the cap on
−Removed: the payment or reimbursement of expenses by the Company from $3.275 million last year to $ 4.3 million, effective August 1, 2023.
+Added: expenses increased $0.8 million, or 21.6% compared to the fiscal year ended February 29, 2024, which reflects an increase to the cap
+Added: on the payment or reimbursement of expenses by the Company from $4.3 million last year to $5.0 million, effective August 1, 2024.
For the fiscal years ended February 28, 2026,
February 28, 2025 and February 29, 2024, the average borrowings outstanding under the Credit Facilities was approximately $68.7 million,
−Removed: $37.9 million and $26.3 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Credit
−Removed: Facilities was 9.49%, 9.66% and 6.72%, respectively.
+Added: $33.1 million and $37.9 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the
+Added: Credit Facilities was 8.20%, 9.49% and 9.66%, respectively.
For the fiscal years ended February 28, 2026,
1 unchanged sentence
$202.5 million, respectively.
−Removed: For the years ended February 28, 2025, February 29, 2024 and February 28, 2023, the weighted average interest rate
−Removed: on the outstanding borrowings of the SBA debentures was 3.32%, 3.08% and 2.78%, respectively.
+Added: For the years ended February 28, 2026, February 28, 2025 and February 29, 2024, the weighted average interest
+Added: rate on the outstanding borrowings of the SBA debentures was 3.06%, 3.32% and 3.08%, respectively.
The weighted average dollar amount of our unsecured
12 unchanged sentences
8.50% 2028 Notes
+Added: 7.25% 2030 Notes
+Added: 7.50% 2031 Notes
For the years ended February 28, 2026, February
10 unchanged sentences
For the fiscal year ended February 28, 2026, we
−Removed: had $312.1 million of sales, repayments, exits or restructurings resulting in $42.0 million of net realized losses.
+Added: had $184.6 million of sales, repayments, exits or restructurings resulting in $5.7 million of net realized gains.
The most significant
2 unchanged sentences
Gross Proceeds
+Added: Axiom Parent Holdings, LLC
+Added: Equity Interests
+Added: HemaTerra Holdings Company, LLC
+Added: Equity Interests
+Added: Identity Automation Systems
+Added: Equity Interests
+Added: Netreo Holdings, LLC
+Added: Equity Interests
+Added: Roscoe Medical, Inc.
+Added: Equity Interests
+Added: The $2.1 million of net realized
+Added: gains was from the sale of the equity position in our Axiom Parent Holdings, LLC investment.
+Added: We received escrow payments
+Added: from the prior sales of our investments in HemaTerra Holdings Company, LLC and Netreo Holdings, LLC.
+Added: The $3.2 million of net realized
+Added: gains was from the sale of the equity position in our Identity Automation Systems investment.
+Added: The $0.5 million of net realized
+Added: losses was from the sale of the equity position in our Roscoe Medical, Inc.
+Added: For the fiscal year ended February 28, 2025,
+Added: we had $312.1 million of sales, repayments, exits or restructurings resulting in $42.0 million of net realized losses.
+Added: The most significant
+Added: realized gains and losses during the year ended February 28, 2025 were as follows (dollars in thousands):
+Added: Fiscal year ended February
+Added: Gross Proceeds
First Lien Term Loan & Equity Interests
7 unchanged sentences
Equity Interests
−Removed: Modern Campus (fka Destiny Solutions
+Added: Modern Campus (fka Destiny Solutions Inc.)
Limited Partner Interests
13 unchanged sentences
the sale of the limited partner interests in our Modern Campus (fka Destiny Solutions Inc.) investment.
−Removed: The $1.3 million of net realized gains was from the sale of the equity
−Removed: interests in our Emily Street Enterprises, L.L.C.
−Removed: For the fiscal year ended February 29, 2024, we
−Removed: had $30.3 million of sales, repayments, exits or restructurings resulting in $0.2 million of net realized gains.
+Added: The $1.3 million of net realized gains was from
+Added: the sale of the equity interests in our Emily Street Enterprises, L.L.C.
+Added: For the fiscal year ended February 29, 2024,
+Added: we had $30.3 million of sales, repayments, exits or restructurings resulting in $0.2 million of net realized gains.
The most significant
2 unchanged sentences
Gross Proceeds
−Removed: Net Realized Gain (Loss)
PDDS Buyer, LLC
10 unchanged sentences
of our investments in PPDS Buyer, LLC, Censis Technologies, Inc., Ohio Medical, LLC, GreyHeller LLC and Targus Holdings, Inc.
−Removed: For the fiscal year ended February 28, 2023, we
−Removed: had $222.2 million of sales, repayments, exits or restructurings resulting in $7.4 million of net realized loss.
−Removed: The most significant
−Removed: realized gains and losses during the year ended February 28, 2023 were as follows (dollars in thousands):
−Removed: Fiscal year ended February 28, 2023
−Removed: Gross Proceeds
−Removed: Net Realized Gain
−Removed: PDDS Buyer, LLC
−Removed: Equity Interests
−Removed: Ohio Medical, LLC
−Removed: Equity Interests
−Removed: Targus Holdings, Inc.
−Removed: Equity Interests
−Removed: Censis Technologies, Inc.
−Removed: Equity Interests
−Removed: Texas Teachers of Tomorrow, LLC
−Removed: Equity Interests
−Removed: V Rental Holdings LLC
−Removed: Equity Interests
The $7.9 million of net realized gains was from
8 unchanged sentences
For the year ended February 28, 2026, our investments
+Added: had a net change in unrealized depreciation of $5.2 million compared to a net change in unrealized appreciation of $19.0 million for the
+Added: year ended February 28, 2025.
+Added: The most significant cumulative changes in unrealized appreciation (depreciation) for the year ended February
+Added: 28, 2026, were the following (dollars in thousands):
+Added: Fiscal year ended February
+Added: Total Unrealized Appreciation (Depreciation)
+Added: YTD Change in Unrealized Appreciation (Depreciation)
+Added: Saratoga Senior Loan Fund I JV, LLC
+Added: Unsecured Loan & Equity Interests
+Added: First Lien Term Loan, Revolving Credit Facility & Equity Interests
+Added: Saratoga Investment Corp.
+Added: CLO 2013-1, Ltd.
+Added: Class F-2-R-3 Note
+Added: First Lien Term Loan & Structured Finance Securities
+Added: Madison Logic, Inc.
+Added: First Lien Term Loan
+Added: First Lien Term Loan & Equity Interests
+Added: First Lien Term Loan & Equity Interests
+Added: AgencyBloc, LLC
+Added: First Lien Term Loan & Equity Interests
+Added: Modis Dental Partners OpCo
+Added: First Lien Term Loan & Equity Interests
+Added: The $3.6 million net change in unrealized depreciation
+Added: in our investment in Saratoga Senior Loan Fund I JV, LLC was primarily driven by the impact of the performance of individual credits in
+Added: the portfolio.
+Added: The $3.2 million net change in unrealized depreciation
+Added: in our investment in Exigo, LLC was primarily driven by overall company performance.
+Added: The $2.3 million net change in unrealized depreciation
+Added: in our investment Saratoga Investment Corp.
+Added: CLO 2013-1, Ltd.
+Added: Class F-2-R-3 Note was driven by the impact of the performance of individual
+Added: credits in the CLO portfolio.
+Added: The $1.9 million net change in unrealized depreciation
+Added: in our investment in Madison Logic, Inc.
+Added: was primarily driven by overall company performance.
+Added: The $1.5 million net change in unrealized depreciation
+Added: in our investment in Chronus LLC was primarily driven by overall company performance.
+Added: The $8.0 million net change in unrealized appreciation
+Added: in our investment in Zollege PBC was primarily driven by improved company performance.
+Added: The $1.1 million net change in unrealized appreciation
+Added: in our investment in AgencyBloc LLC was primarily driven by strong financial portfolio company performance.
+Added: The $1.1 million net change in unrealized appreciation
+Added: in our investment in Modis Dental Partners OpCo was primarily driven by overall market conditions.
+Added: For the year ended February 28, 2025, our investments
had a net change in unrealized appreciation of $19.0 million compared to a net change in unrealized depreciation of $47.1 million for
4 unchanged sentences
Total Unrealized Appreciation (Depreciation)
−Removed: in Unrealized
−Removed: (Depreciation)
+Added: YTD Change in
+Added: Appreciation (Depreciation)
Pepper Palace, Inc.
2 unchanged sentences
Saratoga Investment Corp.
−Removed: CLO 2013-1, Ltd.
Class F-2-R-3 Note
17 unchanged sentences
Saratoga Investment Corp.
−Removed: CLO 2013-1, Ltd.
Structured Finance Securities
12 unchanged sentences
The $16.1 million net change in unrealized appreciation
−Removed: in our investment in Zollege PBC was driven by the restructuring of the investment, resulting in a reversal of previously recognized unrealized
−Removed: depreciation reclassified to realized loss.
+Added: in our investment in Zollege PBC was driven by the restructuring of the investment, resulting in a reversal of previously recognized
+Added: unrealized depreciation reclassified to realized loss.
The $6.6 million net change in unrealized depreciation
9 unchanged sentences
the portfolio.
−Removed: The $5.6 million of net change in unrealized depreciation
−Removed: in our investment Artemis Wax Corp.
−Removed: was driven by a decline in company performance, overall market conditions and capital structure changes.
−Removed: The $5.0 million of net change in unrealized depreciation
−Removed: in our investment ARC Health OpCo LLC was driven by declines in company performance and capital structure changes.
+Added: The $5.6 million of net change in unrealized
+Added: depreciation in our investment Artemis Wax Corp.
+Added: was driven by a decline in company performance, overall market conditions and capital
+Added: structure changes.
+Added: The $5.0 million of net change in unrealized
+Added: depreciation in our investment ARC Health OpCo LLC was driven by declines in company performance and capital structure changes.
The $3.8 million net change in unrealized appreciation
17 unchanged sentences
in our investment in Granite Comfort, LP was driven by a decline in company performance.
−Removed: The $1.2 million net change in unrealized
−Removed: depreciation in our investment ETU Holdings, Inc.
−Removed: was driven by a decline in company performance, overall market conditions and capital
−Removed: structure changes.
+Added: The $1.2 million net change in unrealized depreciation
+Added: in our investment ETU Holdings, Inc.
+Added: was driven by a decline in company performance, overall market conditions and capital structure
The $1.2 million net change in unrealized appreciation
7 unchanged sentences
Total Unrealized Appreciation (Depreciation)
−Removed: in Unrealized
−Removed: (Depreciation)
+Added: YTD Change in
+Added: Appreciation (Depreciation)
Pepper Palace, Inc.
47 unchanged sentences
was driven by overall company performance.
−Removed: For the year ended February 28, 2023, our investments
−Removed: had a net change in unrealized depreciation of $15.2 million compared to a net change in unrealized appreciation of $17.0 million for
−Removed: the year ended February 28, 2022.
−Removed: The most significant cumulative changes in unrealized appreciation (depreciation) for the year ended
−Removed: February 28, 2023, were the following (dollars in thousands):
−Removed: Fiscal year ended February 28, 2023
−Removed: (Depreciation)
−Removed: in Unrealized
−Removed: (Depreciation)
−Removed: Pepper Palace, Inc.
−Removed: First Lien Term Loan & Equity Interests
−Removed: Artemis Wax Corp.
−Removed: First Lien Term Loan & Equity Interests
−Removed: Vector Controls Holding Co., LLC
−Removed: First Lien Term Loan & Equity Interests
−Removed: Axero Holdings, LLC
−Removed: First Lien Term Loan & Equity Interests
−Removed: Destiny Solutions Inc.
−Removed: First Lien Term Loan & Equity Interests
−Removed: First Lien Term Loan & Equity Interests
−Removed: Netreo Holdings, LLC
−Removed: First Lien Term Loan & Equity Interests
−Removed: PDDS Buyer, LLC
−Removed: First Lien Term Loan & Equity Interests
−Removed: Saratoga Investment Corp.
−Removed: CLO 2013-1, Ltd.
−Removed: Structured Finance Securities
−Removed: Saratoga Senior Loan Fund I JV, LLC
−Removed: Equity Interests
−Removed: The $9.3 million net change in unrealized depreciation
−Removed: in our investment in Pepper Palace, Inc.
−Removed: was driven by overall company performance.
−Removed: The $2.1 million net change in unrealized appreciation
−Removed: in our investment in Artemis Wax Corp.
−Removed: was driven by improved financial performance.
−Removed: The $3.1 million net change in unrealized appreciation
−Removed: in our investment in Vector Controls Holding Co., LLC was driven by improved financial performance.
−Removed: The $2.0 million net change in unrealized appreciation
−Removed: in our investment in Axero Holdings, LLC was driven by growth and overall strong financial performance.
−Removed: The $1.3 million net change in unrealized appreciation
−Removed: in our investment in Destiny Solutions Inc.
−Removed: was driven by growth and overall strong financial performance.
−Removed: The $1.2 million net change in unrealized depreciation
−Removed: in our investment in Zollege PBC was driven by weakened financial performance.
−Removed: The $2.4 million net change in unrealized depreciation
−Removed: in our investment in Netreo Holdings, LLC was driven by increased leverage and slowing top line growth.
−Removed: The $5.1 million net change in unrealized depreciation
−Removed: in our investment in PDDS Buyer, LLC was driven by the sale of that investment, resulting in a reversal of previously recognized unrealized
−Removed: appreciation reclassified to realized gains.
−Removed: The $4.1 million net change in unrealized depreciation
−Removed: in our investment in Saratoga Investment Corp.
−Removed: CLO 2013-1 Ltd.
−Removed: was driven by the increase in discount rates and overall market conditions.
−Removed: The $3.4 million net change in unrealized depreciation
−Removed: in our investment in Saratoga Senior Loan Fund I JV, LLC was driven by the increase in discount rates and overall market conditions.
Changes in net assets resulting from operations
13 unchanged sentences
government securities and other high-quality debt investments that mature in one year or less,
−Removed: draws of the Encina Credit Facility and the Live Oak Credit Facility, our continued access to the SBA debentures future borrowings and
+Added: draws of the Valley Credit Facility and the Live Oak Credit Facility, our continued access to the SBA debentures future borrowings and
future offerings of both private and public debt and equity securities.
14 unchanged sentences
We may rely on the revenue procedure in future periods to satisfy our RIC distribution requirement.
−Removed: Also, as a BDC, we generally are required to meet
−Removed: a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities,
+Added: Also, as a BDC, we generally are required to
+Added: meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities,
which include all of our borrowings and any outstanding preferred stock, of at least 200%, reduced to 150% effective April 16, 2019 following
4 unchanged sentences
as of February 28, 2025.
−Removed: To fund growth in our investment portfolio in the future, we anticipate needing to raise additional capital from
−Removed: various sources, including the equity markets and other public and private debt-related markets, which may or may not be available on
−Removed: favorable terms, if at all.
+Added: To fund growth in our investment portfolio in the future, we anticipate needing to raise additional capital
+Added: from various sources, including the equity markets and other public and private debt-related markets, which may or may not be available
+Added: on favorable terms, if at all.
Consequently, we may not have the funds or the
3 unchanged sentences
sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded
−Removed: Due to the diverse capital sources available to
−Removed: us at this time, we believe we have adequate liquidity to support our near term capital requirements.
+Added: Due to the diverse capital sources available
+Added: to us at this time, we believe we have adequate liquidity to support our near term capital requirements.
Encina Credit Facility
−Removed: Below is a summary of the terms of the Encina
−Removed: Credit Facility.
+Added: Below is a summary of the terms of the senior
+Added: secured revolving credit facility we entered into with Encina Lender Finance, LLC on October 4, 2021 and as amended on January 27, 2023
+Added: (the “Encina Credit Facility” and the related credit agreement, the “Encina Credit Agreement”).
+Added: On November 6,
+Added: 2025, the Company terminated in full (i) the Encina Credit Agreement, and (ii) the Equity Pledge Agreement, dated as of October 4, 2021
+Added: (the “Encina Equity Pledge Agreement”), by and between the Company and Encina, as collateral agent.
+Added: All outstanding obligations
+Added: The Encina Credit Agreement and the Encina Equity Pledge Agreement terminated upon the satisfaction of all obligations and
+Added: liabilities of SIF II and the Company to secured parties thereunder, including, without limitation, payments of principal and interest,
+Added: other fees, breakage costs and other amounts owing to the secured parties.
+Added: The Encina Credit Agreement
+Added: provided for borrowings up to $65.0 million (the “Encina Facility Amount”).
+Added: Availability .
+Added: We were able to draw up
+Added: to the lesser of (i) the Encina Facility Amount and (ii) the borrowing base.
+Added: The borrowing base is an amount equal to (i) the difference
+Added: of (A) the product of the applicable advance rate which varied from 50.0% to 75.0% depending on the type of loan asset (Defaulted Loans
+Added: being excluded in that they carry an advance rate of 0%) and the value, determined in accordance with the Encina Credit Facility (the
+Added: “Adjusted Borrowing Value”), of certain “eligible” loan assets pledged as security for the loan (the “Borrowing
+Added: Base Value”) and (B) the Excess Concentration Amount, as calculated in accordance with the Encina Credit Facility, plus (ii) any
+Added: amounts held in the Prefunding Account and, without duplication, Excess Cash held in the Collection Account, less (iii) the product of
+Added: (a) the amount of any undrawn funding commitments we have under any loan asset and (b) the Unfunded Exposure Haircut Percentage, and
+Added: less (iv) $100,000.
+Added: Each loan asset we held as of the date on which the Encina Credit Facility was closed was valued as of that date
+Added: and each loan asset that we acquire after such date will be valued at the lowest of its fair value, its face value (excluding accrued
+Added: interest) and the purchase price paid for such loan asset.
+Added: Adjustments to the value of a loan asset were made to reflect, among other
+Added: things and under certain circumstances, changes in its fair value, a default by the obligor on the loan asset, insolvency of the obligor,
+Added: acceleration of the loan asset, and certain modifications to the terms of the loan asset.
+Added: The Encina Credit Facility contained limitations
+Added: on the type of loan assets that were “eligible” to be included in the borrowing base and as to the concentration level of
+Added: certain categories of loan assets in the borrowing base such as restrictions on geographic and industry concentrations, asset size and
+Added: quality, payment frequency, status and terms, average life, and collateral interests.
+Added: In addition, if an asset was to remain an “eligible”
+Added: loan asset, we could not make changes to the payment, amortization, collateral and certain other terms of the loan assets without the
+Added: consent of the administrative agent that would either result in subordination of the loan asset or be materially adverse to the lenders.
+Added: The Encina Credit Facility required certain minimum
+Added: drawn amounts.
+Added: For the period beginning on the closing date and ending April 4, 2022, the minimum funding amount was $12.5 million.
+Added: the period beginning on April 5, 2022, the minimum funding amount was the greater of $25.0 million and 50% of the Encina Facility Amount
+Added: in effect from time to time.
+Added: The Encina Credit Facility
+Added: was secured by assets of SIF II, a wholly owned special purpose entity, and pledged to Encina under the Encina Credit Facility.
+Added: Interest Rate and Fees .
+Added: Under the Encina
+Added: Credit Facility, funds were borrowed from or through certain lenders at the greater of the prevailing LIBOR rate and 0.75%, plus an applicable
+Added: margin of 4.00%.
+Added: The Encina Credit Agreement included benchmark replacement provisions which permitted the Administrative Agent and the
+Added: borrower to select a replacement rate upon the unavailability of LIBOR.
+Added: In addition, we paid the lenders a commitment fee of 0.75% per
+Added: year (or 0.50% if the ratio of advances outstanding to aggregate commitments was greater than or equal to 50%) on the unused amount of
+Added: the Encina Credit Facility for the duration of the term of the Encina Credit Facility.
+Added: Accrued interest and commitment fees were payable
+Added: monthly in arrears.
+Added: We were also obligated to pay certain other fees to the lenders in connection with the closing of the Encina Credit
+Added: Collateral Tests .
+Added: It was a condition precedent
+Added: to any borrowing under the Encina Credit Facility that the principal amount outstanding under the Encina Credit Facility, after giving
+Added: effect to the proposed borrowings, not exceed the borrowing base (the “Borrowing Base Test”).
+Added: In addition to satisfying the
+Added: Borrowing Base Test, the following tests must also be satisfied (together with Borrowing Base Test, the “Collateral Tests”):
+Added: Interest Coverage Ratio.
+Added: The ratio (expressed
+Added: as a percentage) of interest collections with respect to pledged loan assets, less certain fees and expenses relating to the Encina
+Added: Credit Facility, to accrued interest and commitment fees payable to the lenders under the Encina Credit Facility for the last 6 payment
+Added: periods must equal at least 175.0%.
+Added: Overcollateralization Ratio.
+Added: The ratio (expressed
+Added: as a percentage) of the aggregate Adjusted Borrowing Value of “eligible” pledged loan assets plus the fair value of certain
+Added: ineligible pledged loan assets (in each case, subject to certain adjustments) to outstanding borrowings under the Encina Credit Facility
+Added: plus the Unfunded Exposure Amount must equal at least 200.0%.
+Added: The Encina Credit Facility also required payment
+Added: of outstanding borrowings or replacement of pledged loan assets upon our breach of our representation and warranty that pledged loan
+Added: assets included in the borrowing base were “eligible” loan assets.
+Added: Such ineligible collateral loans were excluded from the
+Added: calculation of the borrowing base and could have led to a Borrowing Base Deficiency, which could have been cured by effecting one or
+Added: more (or any combination thereof) of the following actions:
+Added: (A) deposit into or credit to the collection account cash and eligible investments,
+Added: (B) repay outstanding borrowings (together with certain costs and expenses), (C) sell or substitute loan assets in accordance with the
+Added: Encina Credit Facility, or (D) pledge additional loan assets as collateral.
+Added: Compliance with the Collateral Tests was also a condition
+Added: to the discretionary sale of pledged loan assets by us.
+Added: Priority of Payments .
+Added: The priority of
+Added: payments provisions of the Encina Credit Facility required, after payment of specified fees and expenses, that collections of interest
+Added: from the loan assets and, to the extent that these are insufficient, collections of principal from the loan assets, be applied on each
+Added: payment date to payment of outstanding borrowings if the Borrowing Base Test, the Overcollateralization Ratio and the Interest Coverage
+Added: Ratio would not otherwise be met.
+Added: Operating Expenses .
+Added: The priority of payments
+Added: provision of the Encina Credit Facility provided for the payment of certain of our operating expenses out of collections on interest
+Added: and principal in accordance with the priority established in such provision.
+Added: The operating expenses payable pursuant to the priority
+Added: of payment provisions was limited to $200,000 per annum.
+Added: Representations and Warranties;
+Added: Events of Default .
+Added: The Encina Credit Agreement contained customary representations and warranties, affirmative covenants, negative
+Added: covenants and events of default.
+Added: The Encina Credit Agreement did not contain grace periods for breach by us of any negative covenants
+Added: or of certain of the affirmative covenants, including, without limitation, those related to preservation of the existence and separateness
+Added: of the Company.
+Added: Other events of default under the Encina Credit Agreement include, among other things, the following:
+Added: our failure to maintain
+Added: an Interest Coverage Ratio of less than 175%;
+Added: our failure to maintain an Overcollateralization Ratio
+Added: of less than 200%;
+Added: the filing of certain ERISA or
+Added: tax liens on our assets or the equity holder;
+Added: failure by Specified Holders to collectively, directly
+Added: or indirectly, own and control at least 51% of the outstanding equity interests of Saratoga Investment Advisor, or (y) possess the
+Added: right to elect (through contract, ownership of voting securities or otherwise) at all times a majority of the board of directors
+Added: (or similar governing body) of Saratoga Investment Advisor and to direct the management policies and decisions of Saratoga Investment
+Added: Advisor, or (ii) the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of
+Added: all or substantially all of the assets of, Saratoga Investment Advisor;
+Added: indictment or conviction of Saratoga Investment Advisors
+Added: or any “key person” for a felony offense, or any fraud, embezzlement or misappropriation of funds by Saratoga Investment
+Added: Advisors or any “key person” and, in the case of “key persons,” without a reputable, experienced individual
+Added: reasonably satisfactory to Encina Lender Finance appointed to replace such key person within 30 days;
+Added: resignation, termination, disability or death of a
+Added: “key person” or failure of any “key person” to provide active participation in Saratoga Investment Advisors’
+Added: daily activities, all without a reputable, experienced individual reasonably satisfactory to Encina Lender Finance appointed within
+Added: Fees and Expenses .
+Added: We paid certain fees
+Added: and reimbursed Encina for the aggregate amount of all documented, out-of-pocket costs and expenses, including the reasonable fees and
+Added: expenses of lawyers, incurred by Encina in connection with the Encina Credit Facility and the carrying out of any and all acts contemplated
+Added: thereunder up to and as of the date of closing.
+Added: These amounts totaled $1.4 million.
+Added: On January 27, 2023, we entered into the first
+Added: amendment to the Encina Credit Agreement which, among other things:
+Added: (i) increased the borrowings available under the Encina Credit Facility
+Added: from up to $50.0 million to up to $65.0 million;
+Added: (ii) changed the underlying benchmark used to compute interest under the Encina Credit
+Added: Agreement from LIBOR to Term SOFR for a one-month tenor plus a 0.10% credit spread adjustment;
+Added: (iii) increased the applicable effective
+Added: margin rate on borrowings from 4.00% to 4.25%;
+Added: (iv) extended the revolving period from October 4, 2024 to January 27, 2026;
+Added: the period during which the borrower may request one or more increases in the borrowings available under the Encina Credit
+Added: Facility (each such increase, a “Facility Increase”) from October 4, 2023 to January 27, 2025, and increased the maximum
+Added: borrowings available pursuant to the Encina Facility Increase from $75.0 million to $150.0 million;
+Added: (vi) revised the eligibility criteria
+Added: for eligible collateral loans to exclude certain industries in which an obligor or related guarantor may be involved;
+Added: and (vii) amended
+Added: the provisions permitting the borrower to request an extension in the Commitment Termination Date (as defined in the Encina Credit Agreement)
+Added: to allow requests to extend any applicable Commitment Termination Date, rather than a one-time request to extend the original Commitment
+Added: Termination Date, subject to a notice requirement.
+Added: As of February 28, 2026, we had no outstanding
+Added: borrowings under the Encina Credit Facility.
+Added: As of February 28, 2025, we had $32.5 million outstanding borrowings under the Encina Credit
+Added: Our borrowing base under the Encina Credit Facility at February 28, 2026 and February 28, 2025 was $0 million and $78.6 million,
+Added: respectively.
+Added: Live Oak Credit Facility
+Added: Below is a summary of the terms of the senior
+Added: secured revolving credit facility we entered into with Live Oak Banking Company on March 27, 2024.
We entered into the Credit
−Removed: and Security Agreement (the “Encina Credit Agreement”) relating to the Encina Credit Facility in the initial facility amount
−Removed: of $50.0 million (the “Encina Facility Amount”).
+Added: and Security Agreement (the “Live Oak Credit Agreement”) relating to the Live Oak Credit Facility in the initial facility
+Added: amount of $50.0 million (the “Live Oak Facility Amount”).
+Added: The Live Oak Credit Facility matures on March 27, 2027.
Availability .
We can draw up to the lesser
−Removed: of (i) the Encina Facility Amount and (ii) the Borrowing Base.
+Added: of (i) the Live Oak Facility Amount and (ii) the borrowing base.
The borrowing base is an amount equal to (i) the difference of (A) the
product of the applicable advance rate which varies from 50.0% to 75.0% depending on the type of loan asset (Defaulted Loans being excluded
−Removed: in that they carry an advance rate of 0%) and the value, determined in accordance with the Encina Credit Facility (the “Adjusted
+Added: in that they carry an advance rate of 0%) and the value, determined in accordance with the Live Oak Credit Facility (the “Adjusted
Borrowing Value”), of certain “eligible” loan assets pledged as security for the loan (the “Borrowing Base Value”)
−Removed: and (B) the Excess Concentration Amount, as calculated in accordance with the Encina Credit Facility, plus (ii) any amounts held in the
−Removed: Prefunding Account and, without duplication, Excess Cash held in the Collection Account, less (iii) the product of (a) the amount of any
−Removed: undrawn funding commitments we have under any loan asset and (b) the Unfunded Exposure Haircut Percentage, and less (iv) $100,000.
−Removed: loan asset we held as of the date on which the Encina Credit Facility was closed was valued as of that date and each loan asset that we
−Removed: acquire after such date will be valued at the lowest of its fair value, its face value (excluding accrued interest) and the purchase price
−Removed: paid for such loan asset.
+Added: and (B) the Excess Concentration Amount, as calculated in accordance with the Live Oak Credit Facility, plus (ii) any amounts held in
+Added: the Prefunding Account and, without duplication, Excess Cash held in the Collection Account, less (iii) the product of (a) the amount
+Added: of any undrawn funding commitments we have under any loan asset and (b) the Unfunded Exposure Haircut Percentage, and less (iv) $100,000.
+Added: Each loan asset we held as of the date on which the Live Oak Credit Facility was closed was valued as of that date and each loan asset
+Added: that we acquire after such date will be valued at the lowest of its fair value, its face value (excluding accrued interest) and the purchase
+Added: price paid for such loan asset.
+Added: Adjustments to the value of a loan asset will be made to reflect, among other things and under certain
+Added: circumstances, changes in its fair value, a default by the obligor on the loan asset, insolvency of the obligor, acceleration of the
+Added: loan asset, and certain modifications to the terms of the loan asset.
+Added: The Live Oak Credit Facility contains limitations
+Added: on the type of loan assets that are “eligible” to be included in the borrowing base and as to the concentration level of
+Added: certain categories of loan assets in the borrowing base such as restrictions on geographic and industry concentrations, asset size and
+Added: quality, payment frequency, status and terms, average life, and collateral interests.
+Added: In addition, if an asset is to remain an “eligible”
+Added: loan asset, we may not make changes to the payment, amortization, collateral and certain other terms of the loan assets without the consent
+Added: of the administrative agent that will either result in subordination of the loan asset or be materially averse to the lenders.
+Added: The Live Oak Credit Facility requires certain
+Added: minimum drawn amounts.
+Added: For the period beginning on the closing date of March 27, 2025, and ending March 27, 2027, the minimum funding
+Added: amount was $12.5 million.
+Added: For the period beginning on March 28, 2025, through maturity, the minimum funding amount is the greater of
+Added: $25.0 million and 50% of the Live Oak Facility Amount in effect from time to time.
+Added: The Live Oak Credit Facility
+Added: is secured by assets of Saratoga Investment Funding III LLC (“SIF III”) and pledged to Live Oak under the Live Oak Credit
+Added: SIF III is a wholly owned special purpose entity formed for the purpose of entering into the Live Oak Credit Facility.
+Added: Interest Rate and Fees .
+Added: Advances under
+Added: the Live Oak Credit Facility bear interest at a floating rate per annum equal to the greater of the prevailing Adjusted Term SOFR and
+Added: 0.75%, plus an applicable margin between 3.50% and 4.25% based on the Live Oak Credit Facility’s utilization.
+Added: In addition, we pay
+Added: the lenders a commitment fee of 0.50% per year on the unused amount of the Live Oak Credit Facility for the duration of the term of the
+Added: Live Oak Credit Facility.
+Added: Accrued interest and commitment fees are payable monthly in arrears.
+Added: We were also obligated to pay certain
+Added: other fees to the lenders in connection with the closing of the Live Oak Credit Facility.
+Added: Collateral Tests.
+Added: It is a condition precedent
+Added: to any borrowing under the Live Oak Credit Facility that the principal amount outstanding under the Live Oak Credit Facility, after giving
+Added: effect to the proposed borrowings, not exceed the borrowing base (the “Borrowing Base Test”).
+Added: In addition to satisfying the
+Added: Borrowing Base Test, the following tests must also be satisfied (together with Borrowing Base Test, the “Collateral Tests”):
+Added: Coverage Ratio .
+Added: The ratio (expressed as a percentage) of interest collections with respect to pledged loan assets, less certain
+Added: fees and expenses relating to the Live Oak Credit Facility, to accrued interest and commitment fees payable to the lenders under
+Added: the Live Oak Credit Facility for the last 6 payment periods must equal at least 175.0%.
+Added: Overcollateralization Ratio .
+Added: The ratio (expressed as a percentage) of the aggregate Adjusted Borrowing Value of “eligible” pledged loan assets plus
+Added: the fair value of certain ineligible pledged loan assets (in each case, subject to certain adjustments) to outstanding borrowings
+Added: under the Live Oak Credit Facility plus the Unfunded Exposure Amount must equal at least 200.0%.
+Added: The Live Oak Credit Facility also may require
+Added: payment of outstanding borrowings or replacement of pledged loan assets upon our breach of our representation and warranty that pledged
+Added: loan assets included in the borrowing base are “eligible” loan assets.
+Added: Such ineligible collateral loans will be excluded
+Added: from the calculation of the borrowing base and may lead to a Borrowing Base Deficiency, which may be cured by effecting one or more (or
+Added: any combination thereof) of the following actions:
+Added: (A) deposit into or credit to the Collection Account cash and Eligible Investments,
+Added: (B) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities
+Added: Intermediary and the Lenders), (C) sell or substitute Collateral Loans in accordance with Article X, or (D) pledge additional Collateral
+Added: Loans as Collateral.
+Added: Priority of Payments.
+Added: The priority of
+Added: payments provisions of the Live Oak Credit Facility require, after payment of specified fees and expenses, that collections of interest
+Added: from the loan assets and, to the extent that these are insufficient, collections of principal from the loan assets, be applied on each
+Added: payment date to payment of outstanding borrowings if the Borrowing Base Test, the Overcollateralization Ratio and the Interest Coverage
+Added: Ratio would not otherwise be met.
+Added: Operating Expenses .
+Added: The priority of payments
+Added: provision of the Live Oak Credit Facility provides for the payment of certain of our operating expenses out of collections on interest
+Added: and principal in accordance with the priority established in such provision.
+Added: The operating expenses payable pursuant to the priority
+Added: of payment provisions is limited to $200,000 per annum.
+Added: Representations and Warranties;
+Added: Events of Default .
+Added: The Live Oak Credit Agreement contains customary representations and warranties, affirmative covenants, negative
+Added: covenants and events of default.
+Added: The Live Oak Credit Agreement does not contain grace periods for breach by us of any negative covenants
+Added: or of certain of the affirmative covenants, including, without limitation, those related to preservation of the existence and separateness
+Added: of the Company.
+Added: Other events of default under the Live Oak Credit Agreement include, among other things, the following:
+Added: our failure to maintain an
+Added: Interest Coverage Ratio of less than 175%;
+Added: our failure to maintain an Overcollateralization Ratio
+Added: of less than 200%;
+Added: the filing of certain ERISA or tax liens on our assets
+Added: or the Equity holder;
+Added: failure by Specified Holders to collectively, directly
+Added: or indirectly, own and control at least 51% of the outstanding equity interests of Saratoga Investment Advisor, or (y) possess the
+Added: right to elect (through contract, ownership of voting securities or otherwise) at all times a majority of the board of directors
+Added: (or similar governing body) of Saratoga Investment Advisor and to direct the management policies and decisions of Saratoga Investment
+Added: Advisor, or (ii) the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of
+Added: all or substantially all of the assets of, Saratoga Investment Advisor;
+Added: indictment or conviction of Saratoga Investment Advisors
+Added: or any “key person” for a felony offense, or any fraud, embezzlement or misappropriation of funds by Saratoga Investment
+Added: Advisors or any “key person” and, in the case of “key persons,” without a reputable, experienced individual
+Added: reasonably satisfactory to Live Oak Lender Finance appointed to replace such key person within 30 days;
+Added: resignation, termination, disability or death of a
+Added: “key person” or failure of any “key person” to provide active participation in Saratoga Investment Advisors’
+Added: daily activities, all without a reputable, experienced individual reasonably satisfactory to Live Oak Lender Finance appointed within
+Added: Fees and Expenses .
+Added: We paid certain fees
+Added: and reimbursed Live Oak Lender Finance, LLC for the aggregate amount of all documented, out-of-pocket costs and expenses, including the
+Added: reasonable fees and expenses of lawyers, incurred by Live Oak Banking Company in connection with the Live Oak Credit Facility and the
+Added: carrying out of any and all acts contemplated thereunder up to and as of the date of closing.
+Added: These amounts totaled $0.8 million.
+Added: As of February 28, 2026, we had $37.5 million
+Added: outstanding borrowings under the Live Oak Credit Facility.
+Added: During the applicable period, we were in compliance with all of the limitations
+Added: and requirements under the Live Oak Credit Agreement.
+Added: As of February 28, 2025, we had $20.0 million outstanding borrowings under the
+Added: Live Oak Credit Facility.
+Added: Our borrowing base under the Live Oak Credit Facility at February 28, 2026 and February 28, 2025 was $99.2
+Added: million and $86.9 million, respectively.
+Added: Valley Credit Facility
+Added: Below is a summary of the terms of the senior
+Added: secured revolving credit facility we entered into with Valley on November 6, 2025.
+Added: We entered into the Credit
+Added: and Security Agreement (the “Valley Credit Agreement”) relating to the Valley Credit Facility in the initial facility amount
+Added: of $85.0 million (the “Valley Facility Amount”).
+Added: The Valley Credit Facility matures on November 6, 2028.
+Added: Availability .
+Added: SIF II can draw up to the
+Added: lesser of (i) the Valley Facility Amount and (ii) the borrowing base.
+Added: The borrowing base is an amount equal to (i) the difference of
+Added: (x) the Aggregate Borrowing Base Value less (y) the Excess Concentration Amount, plus (ii) the amount on deposit in
+Added: the Pre-Funding Account plus , without duplication, the amount of Excess Cash on deposit in the Collection Account, minus (iii)
+Added: the product of (A) with respect to each Delayed Drawdown Collateral Loan, the portion of the Unfunded Exposure Amount attributable to
+Added: such Delayed Drawdown Collateral Loan multiplied by (B) the Unfunded Exposure Haircut Percentage with respect to such
+Added: Delayed Drawdown Collateral Loan, minus (iv) the Availability Block, in each case, as of such date.
+Added: Each loan asset
+Added: we held as of the date on which the Valley Credit Facility was closed was valued as of that date and each loan asset that we acquire
+Added: after such date will be valued at the lowest of its fair value, its face value (excluding accrued interest) and the purchase price paid
+Added: for such loan asset.
Adjustments to the value of a loan asset will be made to reflect, among other things and under certain circumstances,
1 unchanged sentence
certain modifications to the terms of the loan asset.
−Removed: The Encina Credit Facility contains limitations
−Removed: on the type of loan assets that are “eligible” to be included in the Borrowing Base and as to the concentration level of certain
−Removed: categories of loan assets in the Borrowing Base such as restrictions on geographic and industry concentrations, asset size and quality,
−Removed: payment frequency, status and terms, average life, and collateral interests.
+Added: The Valley Credit Facility contains limitations
+Added: on the type of loan assets that are “eligible” to be included in the borrowing base and as to the concentration level of
+Added: certain categories of loan assets in the borrowing base such as restrictions on geographic and industry concentrations, asset size and
+Added: quality, payment frequency, status and terms, average life, and collateral interests.
In addition, if an asset is to remain an “eligible”
loan asset, we may not make changes to the payment, amortization, collateral and certain other terms of the loan assets without the consent
−Removed: of the administrative agent that will either result in subordination of the loan asset or be materially adverse to the lenders.
−Removed: The Encina Credit Facility requires certain minimum
−Removed: drawn amounts.
−Removed: For the period beginning on the closing date and ended April 4, 2022, the minimum funding amount was $12.5 million.
−Removed: the period beginning on April 5, 2022 through maturity, the minimum funding amount is the greater of $25.0 million and 50% of the Encina
−Removed: Facility Amount in effect from time to time.
−Removed: The Encina Credit Facility
−Removed: is secured by assets of SIF II and pledged to Encina under the Encina Credit Facility.
+Added: of the administrative agent that this change will not result in either the subordination of the loan asset or be materially adverse to
+Added: The Valley Credit Facility requires a minimum
+Added: drawn amount at all times equal to the greater of $25.0 million or 38% of the facility amount in effect at such time.
+Added: The Valley Credit Facility
+Added: is secured by assets of SIF II and pledged to Valley under the Valley Credit Facility.
SIF II is a wholly owned special purpose entity
−Removed: formed for the purpose of entering into the Encina Credit Facility.
+Added: formed for the purpose of entering into senior secured revolving credit facilities.
Interest Rate and Fees .
−Removed: Under the Encina
−Removed: Credit Facility, funds were borrowed from or through certain lenders at the greater of the prevailing LIBOR rate and 0.75%, plus an applicable
−Removed: margin of 4.00%.
−Removed: The Encina Credit Agreement includes benchmark replacement provisions which permit the Administrative Agent and the borrower
−Removed: to select a replacement rate upon the unavailability of LIBOR.
−Removed: In addition, we pay the lenders a commitment fee of 0.75% per year (or
−Removed: 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
−Removed: Credit Facility for the duration of the term of the Encina Credit Facility.
−Removed: Accrued interest and commitment fees are payable monthly in
−Removed: We were also obligated to pay certain other fees to the lenders in connection with the closing of the Encina Credit Facility.
+Added: Under the Valley
+Added: Credit Facility, funds may be borrowed from or through certain lenders at a floating rate per annum equal to Term SOFR plus an applicable
+Added: margin of 2.85%, with a SOFR Floor of 1.00%.
+Added: In addition, SIF II is required to pay an unused fee on the amount by which the commitment
+Added: amount exceeds outstanding principal amounts on each day at a rate per annum equal to 0.75% if the unused amount is greater than 62%
+Added: of the commitment amount, or otherwise 0.50%.
+Added: We were also obligated to pay certain other fees to the lenders in connection with the
+Added: closing of the Valley Credit Facility.
Collateral Tests .
It is a condition precedent
−Removed: to any borrowing under the Encina Credit Facility that the principal amount outstanding under the Encina Credit Facility, after giving
+Added: to any borrowing under the Valley Credit Facility that the principal amount outstanding under the Valley Credit Facility, after giving
effect to the proposed borrowings, not exceed the borrowing base (the “Borrowing Base Test”).
1 unchanged sentence
Borrowing Base Test, the following tests must also be satisfied (together with Borrowing Base Test, the “Collateral Tests”):
−Removed: Interest Coverage Ratio.
−Removed: The ratio (expressed as a percentage) of interest collections with respect to pledged loan assets, less certain fees and expenses relating to the Encina Credit Facility, to accrued interest and commitment fees payable to the lenders under the Encina Credit Facility for the last 6 payment periods must equal at least 175.0%.
−Removed: Overcollateralization Ratio.
−Removed: The ratio (expressed as a percentage) of the aggregate Adjusted Borrowing Value of “eligible” pledged loan assets plus the fair value of certain ineligible pledged loan assets (in each case, subject to certain adjustments) to outstanding borrowings under the Encina Credit Facility plus the Unfunded Exposure Amount must equal at least 200.0%.
−Removed: The Encina Credit Facility also may require payment
−Removed: of outstanding borrowings or replacement of pledged loan assets upon our breach of our representation and warranty that pledged loan assets
−Removed: included in the Borrowing Base are “eligible” loan assets.
−Removed: Such ineligible collateral loans will be excluded from the calculation
−Removed: of the Borrowing Base and may lead to a Borrowing Base Deficiency, which may be cured by effecting one or more (or any combination thereof)
−Removed: of the following actions:
−Removed: (A) deposit into or credit to the collection account cash and eligible investments, (B) repay outstanding borrowings
−Removed: (together with certain costs and expenses), (C) sell or substitute loan assets in accordance with the Encina Credit Facility, or (D) pledge
−Removed: additional loan assets as collateral.
−Removed: Compliance with the Collateral Tests is also a condition to the discretionary sale of pledged loan
−Removed: assets by us.
+Added: Coverage Ratio.
+Added: The ratio (expressed as a percentage) of interest collections with respect to pledged loan assets, less certain
+Added: fees and expenses relating to the Valley Credit Facility, to accrued interest and commitment fees payable to the lenders under the
+Added: Valley Credit Facility for the last six payment periods must equal at least 175.0%.
+Added: Overcollateralization
+Added: The ratio (expressed as a percentage) of the aggregate Adjusted Borrowing Value of “eligible” pledged loan
+Added: assets plus the fair value of certain ineligible pledged loan assets (in each case, subject to certain adjustments) to outstanding
+Added: borrowings under the Valley Credit Facility plus the Unfunded Exposure Amount must equal at least 200.0%.
+Added: The Valley Credit Facility also may require payment
+Added: of outstanding borrowings or replacement of pledged loan assets upon our breach of our representation and warranty that pledged loan
+Added: assets included in the borrowing base are “eligible” loan assets.
+Added: Such ineligible collateral loans will be excluded from
+Added: the calculation of the borrowing base and may lead to a Borrowing Base Deficiency, which may be cured by effecting one or more (or any
+Added: combination thereof) of the following actions:
+Added: (A) deposit into or credit to the collection account cash and eligible investments, (B)
+Added: repay outstanding borrowings (together with certain costs and expenses), (C) sell or substitute loan assets in accordance with the Valley
+Added: Credit Facility, or (D) pledge additional loan assets as collateral.
+Added: Compliance with the Collateral Tests is also a condition to the
+Added: discretionary sale of pledged loan assets by us.
Priority of Payments .
−Removed: The priority of payments
−Removed: provisions of the Encina Credit Facility require, after payment of specified fees and expenses, that collections of interest from the
−Removed: loan assets and, to the extent that these are insufficient, collections of principal from the loan assets, be applied on each payment
−Removed: date to payment of outstanding borrowings if the Borrowing Base Test, the Overcollateralization Ratio and the Interest Coverage Ratio
−Removed: would not otherwise be met.
+Added: The priority of
+Added: payments provisions of the Valley Credit Facility require, after payment of specified fees and expenses, that collections of interest
+Added: from the loan assets and, to the extent that these are insufficient, collections of principal from the loan assets, be applied on each
+Added: payment date to payment of outstanding borrowings if the Borrowing Base Test, the Overcollateralization Ratio and the Interest Coverage
+Added: Ratio would not otherwise be met.
Operating Expenses .
The priority of payments
−Removed: provision of the Encina Credit Facility provides for the payment of certain of our operating expenses out of collections on interest and
−Removed: principal in accordance with the priority established in such provision.
−Removed: The operating expenses payable pursuant to the priority of payment
−Removed: provisions is limited to $200,000 per annum.
+Added: provision of the Valley Credit Facility provides for the payment of certain of our operating expenses out of collections on interest
+Added: and principal in accordance with the priority established in such provision.
+Added: The operating expenses payable pursuant to the priority
+Added: of payment provisions is limited to $200,000 per annum.
Representations and Warranties;
Events of Default .
−Removed: The Encina Credit Agreement contains customary representations and warranties, affirmative covenants, negative
+Added: The Valley Credit Agreement contains customary representations and warranties, affirmative covenants, negative
covenants and events of default.
−Removed: The Encina Credit Agreement does not contain grace periods for breach by us of any negative covenants
+Added: The Valley Credit Agreement does not contain grace periods for breach by us of any negative covenants
or of certain of the affirmative covenants, including, without limitation, those related to preservation of the existence and separateness
of the Company.
−Removed: Other events of default under the Encina Credit Agreement include, among other things, the following:
−Removed: o our failure to maintain an
+Added: Other events of default under the Valley Credit Agreement include, among other things, the following:
+Added: our failure to maintain an
Interest Coverage Ratio of less than 175%;
−Removed: our failure to maintain an Overcollateralization Ratio of less than 200%;
−Removed: o the filing of certain ERISA
+Added: our failure to maintain an
+Added: Overcollateralization Ratio of less than 200%;
+Added: the filing of certain ERISA
or tax liens on our assets or the equity holder;
−Removed: o failure by Specified Holders
−Removed: to collectively, directly or indirectly, own and control at least 51% of the outstanding equity interests of Saratoga Investment Advisor,
−Removed: or (y) possess the right to elect (through contract, ownership of voting securities or otherwise) at all times a majority of the board
−Removed: of directors (or similar governing body) of Saratoga Investment Advisor and to direct the management policies and decisions of Saratoga
−Removed: Investment Advisor, or (ii) the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case,
−Removed: of all or substantially all of the assets of, Saratoga Investment Advisor;
−Removed: o indictment or conviction of
−Removed: Saratoga Investment Advisors or any “key person” for a felony offense, or any fraud, embezzlement or misappropriation of
−Removed: funds by Saratoga Investment Advisors or any “key person” and, in the case of “key persons,” without a reputable,
−Removed: experienced individual reasonably satisfactory to Encina Lender Finance appointed to replace such key person within 30 days;
−Removed: o resignation, termination, disability
−Removed: or death of a “key person” or failure of any “key person” to provide active participation in Saratoga Investment
−Removed: Advisors’ daily activities, all without a reputable, experienced individual reasonably satisfactory to Encina Lender Finance appointed
−Removed: within 30 days.
+Added: failure by Specified Holders
+Added: to collectively, directly or indirectly, own and control at least 51% of the outstanding equity interests of Saratoga Investment
+Added: Advisor, or (y) possess the right to elect (through contract, ownership of voting securities or otherwise) at all times a majority
+Added: of the board of directors (or similar governing body) of Saratoga Investment Advisor and to direct the management policies and decisions
+Added: of Saratoga Investment Advisor, or (ii) the dissolution, termination or liquidation in whole or in part, transfer or other disposition,
+Added: in each case, of all or substantially all of the assets of, Saratoga Investment Advisor;
+Added: indictment or conviction of Saratoga Investment Advisors
+Added: or any “key person” for a felony offense, or any fraud, embezzlement or misappropriation of funds by Saratoga Investment
+Added: Advisors or any “key person” and, in the case of “key persons,” without a reputable, experienced individual
+Added: reasonably satisfactory to Valley appointed to replace such key person within 30 days;
+Added: resignation, termination, disability or death of two
+Added: or more “key persons” or failure of any two or more “key persons” to provide active participation in Saratoga
+Added: Investment Advisors’ daily activities, all without a reputable, experienced individual reasonably satisfactory to the Required
+Added: Lenders (as defined in the Valley Credit Agreement) appointed within 30 days.
Fees and Expenses .
We paid certain fees
−Removed: and reimbursed Encina Lender Finance, LLC for the aggregate amount of all documented, out-of-pocket costs and expenses, including the
−Removed: reasonable fees and expenses of lawyers, incurred by Encina Lender Finance, LLC in connection with the Encina Credit Facility and the
−Removed: carrying out of any and all acts contemplated thereunder up to and as of the date of closing.
+Added: and reimbursed Valley for the aggregate amount of all documented, out-of-pocket costs and expenses, including the reasonable fees and
+Added: expenses of lawyers, incurred by Valley in connection with the Valley Credit Facility and the carrying out of any and all acts contemplated
+Added: thereunder up to and as of the date of closing.
These amounts totaled $1.4 million.
−Removed: On January 27, 2023, we entered into the first
−Removed: amendment to the Encina Credit Agreement to, among other things:
−Removed: increase the borrowings available under the Encina Credit Facility from up to $50.0 million to up to $65.0 million;
−Removed: 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;
−Removed: increase the applicable effective margin rate on borrowings from 4.00% to 4.25%;
−Removed: extend the revolving period from October 4, 2024 to January 27, 2026;
−Removed: 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;
−Removed: revised the eligibility criteria for eligible collateral loans to exclude certain industries in which an obligor or related guarantor may be involved;
−Removed: amended 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.
As of February 28, 2026, we had $32.5 million
−Removed: outstanding borrowings under the Encina Credit Facility.
−Removed: As of February 29, 2024, we had $35.0 million outstanding borrowings under the
−Removed: Encina Credit Facility.
−Removed: Our borrowing base under the Encina Credit Facility at February 28, 2025 and February 29, 2024 was $78.6 million
−Removed: and $65.0 million, respectively.
−Removed: Live Oak Facility
−Removed: On March 27, 2024, the Company and its wholly
−Removed: owned special purpose subsidiary, SIF III, entered into a credit and security agreement (the “Live Oak Credit Agreement”),
−Removed: by and among SIF III, as borrower, the Company, as collateral manager and equityholder, the lenders from time to time parties thereto,
−Removed: Live Oak, as administrative agent and collateral agent, U.S.
−Removed: Bank National Association, as custodian, and U.S.
−Removed: Bank Trust Company, National
−Removed: Association, as collateral administrator, relating to Live Oak Credit Facility.
−Removed: The Live Oak Credit Facility originally provided
−Removed: for borrowings in U.S.
−Removed: dollars in an aggregate amount of up to $50.0 million.
−Removed: During the first two years following the closing date,
−Removed: 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,
−Removed: subject to certain terms and conditions and a customary fee.
−Removed: The terms of the Live Oak Credit Agreement require a minimum drawn amount
−Removed: of $12.5 million at all times during the period ending March 27, 2025 and, thereafter, the greater of:
−Removed: (i) $25.0 million and
−Removed: (ii) 50% of the facility amount in effect at such time.
−Removed: The Live Oak Credit Facility matures on March 27, 2027.
−Removed: Advances are available
−Removed: during the term of the Live Oak Credit Facility and must be repaid in full at maturity.
−Removed: SIF III may request an extension of the maturity
−Removed: date by an additional one year, subject to the agreement of the lenders and an extension fee.
−Removed: On June 14, 2024, the Company entered into the
−Removed: first amendment to the Live Oak Credit Agreement (the “Amendment”).
−Removed: The Amendment, among other things:
−Removed: 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;
−Removed: added new lenders (as identified in the Amendment) to the Live Oak Credit Agreement;
−Removed: replaced administrative agent approval with “Required Lender” (as defined in the Live Oak Credit Agreement) approval with respect to certain matters;
−Removed: replaced Required Lender approval with 100% lender approval with respect to certain matters;
−Removed: changed the definition of Required Lender to require the approval of at least two unaffiliated lenders.
−Removed: Advances under the Live Oak Credit Facility are
−Removed: subject to a borrowing base calculation, and the Live Oak Credit Facility has various eligibility criteria for loans to be included in
−Removed: the borrowing base.
−Removed: Advances under the Live Oak Credit Facility bear interest at a floating rate per annum equal to Adjusted Term SOFR
−Removed: plus an applicable margin between 3.50% and 4.25% based on the Live Oak Credit Facility’s utilization.
−Removed: The Live Oak Credit
−Removed: Agreement also provides for an unused fee of 0.50% on the unused commitments.
−Removed: SIF III’s obligations to the lenders under the
−Removed: Live Oak Credit Facility are secured by a first priority security interest in substantially all of SIF III’s assets.
−Removed: 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
−Removed: 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
−Removed: Live Oak, as collateral agent for the benefit of the secured parties.
−Removed: In connection with the Live Oak Credit Agreement,
−Removed: the Company entered into a loan sale and contribution agreement with SIF III, dated as of March 27, 2024, by and between the Company,
−Removed: 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
−Removed: to be used to support the borrowing base under the Live Oak Credit Facility.
−Removed: The Live Oak Credit Facility permits loan proceeds and excess
−Removed: cash in SIF III’s collection accounts to be distributed to us at any time based on three business days advance notice, subject to
−Removed: compliance with various conditions, including the absence of a default or event of default, the absence of an over-advance against the
−Removed: borrowing base and the absence of a violation of the financial covenants.
−Removed: As of February 28, 2025, we had $20.0 million
−Removed: outstanding borrowings under the Live Oak Credit Facility.
−Removed: As of February 29, 2024, we had zero outstanding borrowings under the Live
−Removed: Oak Credit Facility.
−Removed: Our borrowing base under the Live Oak Credit Facility at February 28, 2025 and February 29, 2024 was $86.9 million
−Removed: and $0.0 million, respectively.
−Removed: Our asset coverage ratio, as defined in
−Removed: the 1940 Act, was 162.9% as of February 28, 2025 and 161.1% as of February 29, 2024.
−Removed: SBA-guaranteed debentures
−Removed: In addition, we, through two current wholly owned
−Removed: subsidiaries, sought and obtained licenses from the SBA to operate an SBIC.
−Removed: In this regard, our wholly owned subsidiaries, SBIC II LP
−Removed: and SBIC III LP, received an SBIC license from the SBA on August 14, 2019 and September 29, 2022, respectively.
−Removed: SBICs are designated to
−Removed: stimulate the flow of private equity capital to eligible small businesses.
−Removed: Under SBA regulations, SBICs may make loans to eligible small
−Removed: businesses and invest in the equity securities of small businesses.
−Removed: Our wholly owned subsidiary SBIC LP fully repaid its outstanding debentures
−Removed: and subsequently surrendered its license to the SBA on January 3, 2023, and SBIC LP subsequently merged with and into the Company.
−Removed: The SBIC license allows our SBIC Subsidiaries
−Removed: to obtain leverage by issuing SBA-guaranteed debentures.
−Removed: SBA-guaranteed debentures are non-recourse, interest only debentures with interest
−Removed: payable semi-annually and have a ten-year maturity.
−Removed: The principal amount of SBA-guaranteed debentures is not required to be paid prior
−Removed: to maturity but may be prepaid at any time without penalty.
−Removed: The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis
−Removed: at a market-driven spread over U.S.
−Removed: Treasury Notes with 10-year maturities.
−Removed: The SBIC Subsidiaries are regulated by the SBA.
−Removed: SBA regulations currently limit the amount that our SBIC Subsidiaries may individually borrow up to a maximum of $175.0 million of SBA
−Removed: debentures if the SBIC Subsidiary has at least $87.5 million in regulatory capital, subject to the SBA’s approval.
−Removed: Under current
−Removed: SBIC regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million.
−Removed: The SBIC Subsidiaries are able to borrow funds from the SBA against regulatory capital (which generally approximates equity capital in
−Removed: the respective SBIC) and are subject to customary regulatory requirements, including, but not limited to, periodic examination by the
−Removed: We received exemptive relief from the SEC to permit
−Removed: us to exclude the debt of our SBIC Subsidiaries guaranteed by the SBA from the definition of senior securities in the asset coverage test
−Removed: under the 1940 Act.
−Removed: This allows us increased flexibility under the asset coverage test by permitting us to borrow up to $350.0 million
−Removed: more than we would otherwise be able to absent the receipt of this exemptive relief.
−Removed: On April 16, 2018, as permitted by the Small Business
−Removed: Credit Availability Act, which was signed into law on March 23, 2018, our board of directors, including a majority of our independent
−Removed: directors, approved of our becoming subject to a minimum asset coverage ratio of 150% from 200% under Sections 18(a)(1) and 18(a)(2) of
−Removed: the Investment Company Act, as amended.
−Removed: The 150% asset coverage ratio became effective on April 16, 2019.
−Removed: As of February 28, 2025, SBIC LP had $0.0 million
+Added: outstanding borrowings under the Valley Credit Facility.
+Added: Our borrowing base under the Valley Credit Facility at February 28, 2026 was
+Added: $77.1 million.
+Added: SBA Debentures
+Added: The Company’s wholly owned subsidiaries,
+Added: SBIC II LP and SBIC III LP, received SBIC licenses from the SBA on August 14, 2019 and September 29, 2022, respectively.
+Added: SBIC Subsidiaries provide up to $175.0 million in long-term capital in the form of debentures guaranteed by the SBA.
+Added: The Company’s
+Added: wholly owned subsidiary, SBIC LP, repaid its outstanding debentures and subsequently surrendered its license to the SBA on January 3,
+Added: 2024, providing the Company access to all undistributed capital of SBIC LP, and SBIC LP subsequently merged with and into the Company.
+Added: Under current SBIC regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed
+Added: $350.0 million.
+Added: SBICs are designed to stimulate the flow of private
+Added: equity capital to eligible small businesses.
+Added: Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the
+Added: equity securities of small businesses.
+Added: Under present SBA regulations, eligible small businesses include businesses that have a tangible
+Added: 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
+Added: fiscal years.
+Added: In addition, an SBIC must devote 25.0% of its investment activity to “smaller enterprises” as defined by the
+Added: A smaller enterprise is one that has a net worth not exceeding $6.0 million and has an average annual fully taxed net income not
+Added: exceeding $2.0 million for the two most recent fiscal years.
+Added: SBA regulations also provide alternative size standard criteria to determine
+Added: eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and
+Added: According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity securities of such
+Added: businesses and provide them with consulting and advisory services.
+Added: The SBIC Subsidiaries are able to borrow funds
+Added: from the SBA against each SBIC’s regulatory capital (which generally approximates equity capital in the respective SBIC).
+Added: Subsidiaries are subject to customary regulatory requirements including but not limited to, a periodic examination by the SBA and requirements
+Added: to maintain certain minimum financial ratios and other covenants.
+Added: Receipt of an SBIC license does not assure that the SBIC Subsidiaries
+Added: will receive SBA-guaranteed debenture funding, which is dependent upon the SBIC Subsidiaries complying with SBA regulations and policies.
+Added: The SBA, as a creditor, will have a superior claim to each SBIC Subsidiary’s assets over the Company’s stockholders and debtholders
+Added: in the event that the Company liquidates such SBIC Subsidiary or the SBA exercises its remedies under the SBA-guaranteed debentures issued
+Added: by the SBIC Subsidiary upon an event of default.
+Added: The Company received exemptive relief from the
+Added: SEC to permit it to exclude the debentures guaranteed by the SBA of the SBIC Subsidiaries from the definition of senior securities in
+Added: the asset coverage test under the 1940 Act.
+Added: This allows the Company increased flexibility under the asset coverage requirement by permitting
+Added: it to borrow up to $350.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.
+Added: As of February 28, 2026, SBIC II LP had $87.5 million
in regulatory capital and $84.0 million SBA-guaranteed debentures outstanding.
−Removed: SBIC II LP had $87.5 million in regulatory capital
−Removed: and $131.0 million SBA-guaranteed debentures outstanding.
−Removed: SBIC III LP had $87.5 million in regulatory capital and $39.0 million
−Removed: SBA-guaranteed debentures outstanding.
+Added: SBIC III LP had $87.5 million in regulatory
+Added: capital and $76.0 million SBA-guaranteed debentures outstanding.
Unsecured notes
7.75% 2025 Notes
−Removed: On June 24, 2020, we issued $37.5 million aggregate
−Removed: principal amount of our 7.25% 2025 Notes for net proceeds of $36.3 million after deducting underwriting commissions of approximately $1.2
−Removed: Offering costs incurred were approximately $0.3 million.
−Removed: On July 6, 2020, the underwriters exercised their option in full to
−Removed: purchase an additional $5.625 million in aggregate principal amount of its 7.25% 2025 Notes.
−Removed: Net proceeds to the Company were $5.4 million
−Removed: after deducting underwriting commissions of approximately $0.2 million.
−Removed: The net proceeds from the offering were used for general corporate
−Removed: purposes in accordance with our investment objective and strategies.
−Removed: Financing costs of $1.6 million related to the 7.25% 2025 Notes have
−Removed: been capitalized and were amortized over the term of the 7.25% 2025 Notes.
−Removed: On July 14, 2022, we redeemed $43.1 million in
−Removed: aggregate principal amount of the issued and outstanding 7.25% 2025 Notes.
−Removed: The 7.25% 2025 Notes were listed on the NYSE under the trading
−Removed: symbol of “SAK” and have been delisted following the full redemption on July 14, 2022.
−Removed: At February 28, 2025, the total amount of 7.25%
−Removed: 2025 Notes outstanding was $0.0 million.
−Removed: 7.75% 2025 Notes
−Removed: On July 9, 2020, we issued $5.0 million aggregate
−Removed: principal amount of our 7.75% fixed-rate notes due in 2025 (the “7.75% 2025 Notes”) for net proceeds of $4.8 million after
−Removed: deducting underwriting commissions of approximately $0.2 million.
−Removed: Offering costs incurred were approximately $0.1 million.
−Removed: 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.
−Removed: 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 our option, subject
−Removed: to a fee depending on the date of repayment.
−Removed: The net proceeds from the offering were used for general corporate purposes in accordance
−Removed: with our investment objective and strategies.
−Removed: Financing costs of $0.3 million related to the 7.75% 2025 Notes have been capitalized and
−Removed: are being amortized over the term of the Notes.
−Removed: The 7.75% 2025 Notes are not listed and have a par value of $25.00 per note.
+Added: On July 9, 2020, we issued $5.0 million in
+Added: aggregate principal amount of our 7.75% fixed-rate notes due in 2025 (the “7.75% 2025 Notes”) for net proceeds of $4.8
+Added: million after deducting underwriting commissions of approximately $0.2 million.
+Added: Offering costs incurred were approximately $0.1
+Added: Interest on the 7.75% 2025 Notes was paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate
+Added: of 7.75% per year.
+Added: The 7.75% 2025 Notes matured and were paid off on July 9, 2025.
At February 28, 2026, the total amount of 7.75%
1 unchanged sentence
6.25% 2027 Notes
−Removed: On December 29, 2020, we issued $5.0 million in
−Removed: aggregate principal amount of our 6.25% fixed-rate notes due in 2027 (the “6.25% 2027 Notes”).
−Removed: Offering costs incurred
−Removed: were approximately $0.1 million.
−Removed: Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31,
−Removed: August 31 and November 30, at a rate of 6.25% per year.
−Removed: The 6.25% 2027 Notes mature on December 29, 2027 and may be redeemed
−Removed: in whole or in part at any time or from time to time at our option, on or after December 29, 2024.
−Removed: The net proceeds from the offering
−Removed: were used for general corporate purposes in accordance with our investment objective and strategies.
−Removed: Financing costs of $0.1 million
−Removed: related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the Notes.
−Removed: On January 28, 2021, we issued an additional $10.0
−Removed: million in aggregate principal amount of the 6.25% 2027 Notes for net proceeds of $9.7 million after deducting underwriting commissions
−Removed: of approximately $0.3 million (the “Additional 6.25% 2027 Notes”).
−Removed: The Additional 6.25% 2027 Notes are treated as a single
−Removed: series with the existing 6.25% 2027 Notes under the indenture and have the same terms as the existing 6.25% 2027 Notes.
−Removed: Offering costs
−Removed: incurred were approximately $0.1 million.
−Removed: Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, August
−Removed: 31 and November 30, at a rate of 6.25% per year.
−Removed: The 6.25% 2027 Notes mature on January 28, 2027 and commencing January 28, 2023, may
−Removed: be redeemed in whole or in part at any time or from time to time at our option on or after December 29, 2024.
−Removed: The net proceeds from the
−Removed: offering were used for general corporate purposes in accordance with our investment objective and strategies.
−Removed: Financing costs of $0.4
−Removed: million related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the 6.25% 2027 Notes.
−Removed: 2027 Notes are not listed and have a par value of $25.00 per note.
+Added: On December 29, 2020, the Company issued $5.0
+Added: million in aggregate principal amount of 6.25% fixed-rate notes due in 2027 (the “Existing 6.25% 2027 Notes”).
+Added: costs incurred were approximately $0.1 million.
+Added: On January 28, 2021, the Company issued an additional $10.0 million in aggregate
+Added: principal amount of the 6.25% 2027 Notes for net proceeds of $9.7 million after deducting underwriting commissions of approximately $0.3
+Added: million (the “Additional 6.25% 2027 Notes” and together with the Existing 6.25% 2027 Notes, the 6.25% 2027 Notes).
+Added: costs incurred were approximately $0.1 million.
+Added: The Additional 6.25% 2027 Notes are treated as a single series with the existing 6.25%
+Added: 2027 Notes under the indenture and have the same terms as the existing 6.25% 2027 Notes.
+Added: Interest on the 6.25% 2027 Notes is paid quarterly
+Added: in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year.
+Added: The 6.25% 2027 Notes mature
+Added: 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
+Added: December 29, 2024.
+Added: The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s
+Added: investment objective and strategies.
+Added: Financing costs of $0.5 million related to the 6.25% 2027 Notes have been capitalized and are
+Added: being amortized over the term of the Notes.
At February 28, 2026, the total amount of 6.25%
2 unchanged sentences
On March 10, 2021, we issued $50.0 million in
−Removed: aggregate principal amount of the 4.375% fixed rate notes due 2026 (the “4.375% 2026 Notes”) for net proceeds of $49.0 million
−Removed: after deducting underwriting commissions of approximately $1.0 million.
+Added: aggregate principal amount of the 4.375% fixed rate notes due 2026 (the “Existing 4.375% 2026 Notes”) for net proceeds of
+Added: $49.0 million after deducting underwriting commissions of approximately $1.0 million.
Offering costs incurred were approximately $0.3 million.
−Removed: 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.
−Removed: 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
−Removed: plus a “make-whole” premium, and thereafter at par.
−Removed: The net proceeds from the offering were used for general corporate purposes
−Removed: in accordance with our investment objective and strategies.
−Removed: Financing costs of $1.2 million related to the 4.375% 2026 Notes have
−Removed: been capitalized and are being amortized over the term of the 4.375% 2026 Notes.
−Removed: On July 15, 2021, we issued an additional $125.0
−Removed: million in aggregate principal amount of the 4.375% 2026 Notes (the “Additional 4.375% 2026 Notes”) for net proceeds for approximately
−Removed: $123.5 million, based on the public offering price of 101.00% of the aggregate principal amount of the Additional 4.375% 2026 Notes, after
−Removed: deducting the underwriting discount of $2.5 million and the offering expenses of approximately $0.2 million payable by the Company.
−Removed: net proceeds from the offering were used to redeem all of the outstanding 6.25% 2025 Notes (as described above), and for general corporate
−Removed: purposes in accordance with our investment objective and strategies.
−Removed: The Additional 4.375% 2026 Notes are treated as a single series with
−Removed: the existing 4.375% 2026 Notes under the indenture and have the same terms as the existing 4.375% 2026 Notes.
+Added: July 15, 2021, the Company issued an additional $125.0 million in aggregate principal amount of the 4.375% 2026 Notes (the “Additional
+Added: 4.375% 2026 Notes” and together with the Existing 4.375% 2026 Notes, the “4.375% 2026 Notes”) for net proceeds for
+Added: approximately $123.8 million, based on the public offering price of 101.00% of the aggregate principal amount of the Additional 4.375%
+Added: 2026 Notes, after deducting the underwriting commissions of $2.5 million.
+Added: Offering costs incurred were approximately $0.2 million.
+Added: Additional 4.375% 2026 Notes were treated as a single series with the existing 4.375% 2026 Notes under the indenture and had the same
+Added: terms as the existing 4.375% 2026 Notes.
+Added: Interest on the 4.375% 2026 Notes was paid semi-annually in arrears on February 28 and
+Added: August 28, at a rate of 4.375% per year.
+Added: The 4.375% 2026 Notes matured and were paid off on February 28, 2026.
At February 28, 2026 the total amount of 4.375%
1 unchanged sentence
4.35% 2027 Notes
−Removed: On January 19, 2022, we
−Removed: issued $75.0 million in aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% 2027 Notes”)
−Removed: 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,
−Removed: after deducting the underwriting commissions of approximately $1.5 million .
−Removed: Offering costs incurred
−Removed: were approximately $0.3 million.
−Removed: Interest on the 4.35% 2027 Notes is paid semi-annually in arrears on February 28 and
−Removed: August 28, at a rate of 4.35% per year.
−Removed: The 4.35% 2027 Notes mature on February 28, 2027 and may be redeemed in whole or
−Removed: in part at our option at any time prior to November 28, 2026, at par plus a “make-whole” premium, and thereafter at par .
−Removed: The net proceeds from the offering were used for general corporate purposes in accordance with
−Removed: our investment objective and strategies.
−Removed: Financing costs of $1.8 million related to the 4.35% 2027 Notes have been capitalized and
−Removed: are being amortized over the term of the 4.35% 2027 Notes.
+Added: On January 19, 2022, we issued $75.0 million
+Added: in aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% 2027 Notes”) for net proceeds of $73.0
+Added: million, based on the public offering price of 99.317% of the aggregate principal amount of the 4.35% 2027 Notes, after deducting the
+Added: underwriting commissions of approximately $1.5 million.
+Added: Offering costs incurred were approximately $0.3 million.
+Added: 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.
+Added: The 4.35% 2027
+Added: Notes mature on February 28, 2027 and may be redeemed in whole or in part at our option at any time prior to November 28, 2026,
+Added: at par plus a “make-whole” premium, and thereafter at par .
+Added: The net proceeds from the offering were used for general
+Added: corporate purposes in accordance with our investment objective and strategies.
+Added: Financing costs of $1.8 million related to the 4.35%
+Added: 2027 Notes have been capitalized and are being amortized over the term of the 4.35% 2027 Notes.
At February 28, 2026 the total amount of 4.35%
1 unchanged sentence
6.00% 2027 Notes
−Removed: On April 27, 2022, we issued $87.5 million in
−Removed: aggregate principal amount of 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $84.8 million after
−Removed: deducting underwriting commissions of approximately $2.7 million.
+Added: On April 27, 2022, the Company issued $87.5 million
+Added: in aggregate principal amount of 6.00% fixed-rate notes due 2027 (the “Existing 6.00% 2027 Notes”) for net proceeds of $84.8
+Added: million after deducting underwriting commissions of approximately $2.7 million.
Offering costs incurred were approximately $0.1 million.
−Removed: 2022, the underwriters partially exercised their option to purchase an additional $10.0 million in aggregate principal amount of the 6.00%
−Removed: Net proceeds were $9.7 million after deducting underwriting commissions of approximately $0.3 million.
−Removed: Interest on the 6.00%
−Removed: 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.
−Removed: The 6.00% 2027
−Removed: 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
−Removed: The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and
+Added: On May 10, 2022, the underwriters partially exercised their option to purchase an additional $10.0 million in aggregate principal amount
+Added: of the Existing 6.00% 2027 Notes for net proceeds of $9.7 million after deducting underwriting commissions of approximately $0.3 million.
+Added: On August 15, 2022, the Company issued an additional $8.0 million in aggregate principal amount of the 6.00% 2027 Notes (the “Additional
+Added: 6.00% 2027 Notes” and together with the Existing 6.00% 2027 Notes, the “6.00% 2027 Notes”) for net proceeds of $7.8
+Added: million, based on the public offering price of 97.80% of the aggregate principal amount of the 6.00% 2027 Notes.
+Added: Additional offering
+Added: costs incurred were approximately $0.2 million.
+Added: The Additional 6.00% 2027 Notes are treated as a single series with the existing 6.00%
+Added: 2027 Notes under the indenture and have the same terms as the Existing 6.00% 2027 Notes.
+Added: Interest on the 6.00% 2027 Notes is paid quarterly
+Added: in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per year.
+Added: The 6.00% 2027 Notes mature on April 30, 2027
+Added: 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.
+Added: net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and
Financing costs of $3.3 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term
1 unchanged sentence
The 6.00% 2027 Notes are listed on the NYSE under the trading symbol “SAT” with a par value of $25.00
−Removed: On August 15, 2022, we issued an additional $8.0
−Removed: million in aggregate principal amount of the 6.00% 2027 Notes (the “Additional 6.00% 2027 Notes”) for net proceeds of $7.8
−Removed: million, based on the public offering price of 97.80% of the aggregate principal amount of the 6.00% 2027 Notes.
−Removed: The Additional 6.00%
−Removed: 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
−Removed: 6.00% 2027 Notes.
−Removed: The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective
−Removed: and strategies.
−Removed: Additional offering costs incurred were approximately $0.03 million.
−Removed: Additional financing costs of $0.03 million related
−Removed: to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes.
At February 28, 2026 the total amount of 6.00%
1 unchanged sentence
7.00% 2025 Notes
−Removed: On September 8, 2022, we issued $12.0 million
−Removed: in aggregate principal amount of 7.00% fixed-rate notes due 2025 (the “7.00% 2025 Notes”) for net proceeds of $11.6 million
−Removed: after deducting customary fees and offering expenses of approximately $0.4 million.
−Removed: Interest on the 7.00% 2025 Notes is paid quarterly
−Removed: in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.00% per year.
−Removed: The 7.00% 2025 Notes mature on September 8,
−Removed: 2025 and commencing September 8, 2024, may be redeemed in whole or in part at any time or from time to time at our option.
−Removed: The net proceeds
−Removed: from the offering were used for general corporate purposes in accordance with our investment objective and strategies.
−Removed: Financing costs
−Removed: of $0.05 million related to the 7.00% 2025 Notes have been capitalized and are being amortized over the term of the 7.00% 2025 Notes.
+Added: On September 8, 2022, the Company issued $12.0
+Added: million in aggregate principal amount of 7.00% fixed-rate notes due 2025 (the “7.00% 2025 Notes”) for net proceeds of $11.6
+Added: million after deducting underwriting discounts of approximately $0.4 million.
+Added: Additional offering costs incurred were approximately $0.05
+Added: Interest on the 7.00% 2025 Notes was paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate
+Added: of 7.00% per year.
+Added: The 7.00% 2025 Notes matured and were paid off on September 8, 2025.
+Added: Financing costs of $0.04 million related to the
+Added: 7.00% 2025 Notes have been capitalized and are being amortized over the term of the 7.00% 2025 Notes.
At February 28, 2026 the total amount of 7.00%
1 unchanged sentence
8.00% 2027 Notes
−Removed: On October 27, 2022, we issued $40.0 million in
−Removed: aggregate principal amount of our 8.00% fixed-rate notes due 2027 (the “8.00% 2027 Notes”) for net proceeds of $38.7 million
−Removed: after deducting underwriting commissions of approximately $1.3 million.
−Removed: Offering costs incurred were approximately $0.1 million.
−Removed: 10, 2022, the underwriters partially exercised their option to purchase an additional $6.0 million in aggregate principal amount of the
−Removed: 8.00% 2027 Notes.
−Removed: Net proceeds were $5.8 million after deducting underwriting commissions of approximately $0.2 million.
−Removed: Interest on the
−Removed: 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.
−Removed: 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
−Removed: time at our option.
−Removed: The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective
−Removed: and strategies.
−Removed: Financing costs of $1.73 million related to the 8.00% 2027 Notes have been capitalized and are being amortized over the
−Removed: term of the 8.00% 2027 Notes.
−Removed: The 8.00% 2027 Notes are listed on the NYSE under the trading symbol “SAJ” with a par value
−Removed: of $25.00 per note.
+Added: On October 27, 2022, the Company issued $40.0
+Added: million in aggregate principal amount of our 8.00% fixed-rate notes due 2027 (the “8.00% 2027 Notes”) for net proceeds of
+Added: $38.7 million after deducting underwriting commissions of approximately $1.3 million.
+Added: Offering costs incurred were approximately $0.2
+Added: On November 10, 2022, the underwriters partially exercised their option to purchase an additional $6.0 million in aggregate
+Added: principal amount of the 8.00% 2027 Notes for net proceeds to the Company of $5.8 million after deducting underwriting commissions of
+Added: approximately $0.2 million.
+Added: Interest on the 8.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November
+Added: 30, at a rate of 8.00% per year.
+Added: The 8.00% 2027 Notes mature on October 31, 2027 and commencing October 27, 2024, may be redeemed in
+Added: whole or in part at any time or from time to time at the Company’s option.
+Added: The net proceeds from the offering were used for general
+Added: corporate purposes in accordance with the Company’s investment objective and strategies.
+Added: Financing costs of $1.7 million related
+Added: to the 8.00% 2027 Notes have been capitalized and are being amortized over the term of the 8.00% 2027 Notes.
+Added: The 8.00% 2027 Notes are
+Added: listed on the NYSE under the trading symbol “SAJ” with a par value of $25.00 per note.
At February 28, 2026 the total amount of 8.00%
6 unchanged sentences
21, 2022, the underwriters fully exercised their option to purchase an additional $7.875 million in aggregate principal amount of the
−Removed: 8.125% 2027 Notes.
−Removed: Net proceeds were $7.6 million after deducting underwriting commissions of approximately $0.2 million.
+Added: 8.125% 2027 Notes for net proceeds of $7.6 million after deducting underwriting commissions of approximately $0.2 million.
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.
14 unchanged sentences
Offering costs incurred were approximately $0.03 million.
−Removed: Interest on the 8.75% 2025 Notes is paid quarterly in arrears on February 28,
+Added: Interest on the 8.75% 2025 Notes was paid quarterly in arrears on February
28, May 31, August 31 and November 30, at a rate of 8.75% per year.
−Removed: On February 2, 2024, pursuant to the terms of the indenture governing
−Removed: the 8.75% 2025 Notes, we elected to exercise our option to extend the maturity date of the 8.75% 2025 Notes from March 31, 2024 to March
−Removed: Net proceeds from this offering were used to make investments in middle-market companies (including investments made through
−Removed: our SBIC Subsidiaries) in accordance with our investment objective and strategies and general corporate purposes.
−Removed: Financing costs and
−Removed: 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
+Added: On February 2, 2024, pursuant to the terms of the indenture
+Added: governing the 8.75% 2025 Notes, we elected to exercise our option to extend the maturity date of the 8.75% 2025 Notes from March 31,
+Added: 2024 to March 31, 2025.
+Added: The 8.75% 2025 Notes were paid off in full at maturity on March 31, 2025.
At February 28, 2026, the total amount of 8.75%
2 unchanged sentences
On April 14, 2023, we issued $50.0 million in
−Removed: aggregate principal amount of 8.50% fixed-rate notes due 2028 (the “8.50% 2028 Notes”) for net proceeds of $48.4 million after
−Removed: deducting underwriting commissions of approximately $1.6 million.
+Added: aggregate principal amount of 8.50% fixed-rate notes due 2028 (the “8.50% 2028 Notes”) for net proceeds of $48.4 million
+Added: after deducting underwriting commissions of approximately $1.6 million.
Offering costs incurred were approximately $0.03 million.
−Removed: 2023, the underwriters fully exercised their option to purchase an additional $7.5 million in aggregate principal amount of the 8.50%
−Removed: Net proceeds were $7.3 million after deducting underwriting commissions of approximately $0.2 million.
−Removed: Interest on the 8.50%
−Removed: 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.
−Removed: 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
−Removed: at our option.
−Removed: Net proceeds from this offering were used to repay a portion of the outstanding indebtedness under the Encina Credit Facility,
−Removed: make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with our investment
−Removed: objective and strategies and for general corporate purposes.
−Removed: Financing costs of $2.0 million related to the 8.50% 2028 Notes have been
−Removed: capitalized and are being amortized over the term of the 8.50% 2028 Notes.
−Removed: The 8.50% 2028 Notes are listed on the NYSE under the trading
−Removed: symbol “SAZ” with a par value of $25.00 per note.
+Added: April 26, 2023, the underwriters fully exercised their option to purchase an additional $7.5 million in aggregate principal amount of
+Added: the 8.50% 2028 Notes for net proceeds of $7.3 million after deducting underwriting commissions of approximately $0.2 million.
+Added: 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.
+Added: 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
+Added: time to time at our option.
+Added: Net proceeds from this offering were used to repay a portion of the outstanding indebtedness under the Encina
+Added: Credit Facility, make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance
+Added: with our investment objective and strategies and for general corporate purposes.
+Added: Financing costs of $2.0 million related to the 8.50%
+Added: 2028 Notes have been capitalized and are being amortized over the term of the 8.50% 2028 Notes.
+Added: The 8.50% 2028 Notes are listed on the
+Added: NYSE under the trading symbol “SAZ” with a par value of $25.00 per note.
At February 28, 2026, the total amount of 8.50%
2028 Notes outstanding was $57.5 million.
+Added: 7.25% 2030 Notes
+Added: On January 23, 2026, we issued $50.0 million
+Added: in aggregate principal amount of 7.25% fixed-rate notes due 2030 (the “7.25% 2030 Notes”) for net proceeds of approximately
+Added: $48.8 million, based on an offering price of 99.117% per Note, and after deducting the placement agent fee and estimated offering expenses
+Added: of approximately $0.8 million.
+Added: Interest on the 7.25% 2030 Notes is paid semi-annually in arrears on May 1 and November 1, at a rate of
+Added: 7.25% per year, commencing on May 1, 2026.
+Added: The 7.25% 2030 Notes will mature on May 1, 2030 and may be redeemed in whole or in part
+Added: at the Company’s option at any time prior to January 23, 2028 at par plus a “make-whole” premium, and thereafter at
+Added: Net proceeds from this offering were used to pay off the Company’s outstanding 4.375% 2026 Notes and for general corporate
+Added: Financing costs of $0.03 million related to the 7.25% 2030 Notes have been capitalized and are being amortized over the term
+Added: of the 7.25% 2030 Notes.
+Added: As of February 28, 2026, the total amount of
+Added: 7.25% 2030 Notes outstanding was $50.0 million.
+Added: 7.50% 2031 Notes
+Added: On February 6, 2026, we issued $100.0 million
+Added: in aggregate principal amount of 7.50% fixed-rate notes due 2031 (the “7.50% 2031 Notes”) for net proceeds were approximately
+Added: $96.7 million, after deducting the underwriting commission of approximately $3.1 million and estimated offering costs of approximately
+Added: $0.2 million.
+Added: Interest on the 7.50% 2031 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate
+Added: of 7.50% per year, commencing May 31, 2026.
+Added: The 7.50% 2031 Notes mature on February 6, 2031 and, commencing February 6, 2028, may be
+Added: redeemed in whole or in part at any time or from time to time at our option.
+Added: Net proceeds from this offering, together with available
+Added: cash, were used to pay off the outstanding 4.375% 2026 Notes at maturity on February 28, 2026.
+Added: Financing costs of $0.04 million related
+Added: to the 7.50% 2031 Notes have been capitalized and are being amortized over the term of the 7.50% 2031 Notes.
+Added: The 7.50% 2031 Notes are
+Added: listed on the NYSE under the trading symbol “SAV” with a par value of $25.00 per note.
+Added: As of February 28, 2026, the total amount of 7.50% 2031
+Added: Notes outstanding was $100.0 million.
+Added: Our asset coverage ratio, as defined in the 1940
+Added: Act, was 168.4% as of February 28, 2026 and 162.9% as of February 28, 2025.
At February 28, 2026 and February 28, 2025, the
−Removed: fair value of total cash and cash equivalents, cash and cash equivalents in reserve accounts and total investments by major category are
+Added: fair value of total cash and cash equivalents, cash and cash equivalents in reserve accounts and total investments by major category
+Added: are as follows:
February 28, 2026
February 28, 2025
+Added: Percentage of Total
+Added: Percentage of Total
($ in thousands)
4 unchanged sentences
Structured finance securities
−Removed: Unsecrued loan
+Added: Unsecured loan
Equity interests
10 unchanged sentences
stock, at the average price of $22.05 for approximately $22.9 million pursuant to the Share Repurchase Plan.
−Removed: During the three months and
−Removed: year ended February 28, 2025 we did not purchase any shares of common stock pursuant to the Share Repurchase Plan.
+Added: During the three months
+Added: and year ended February 28, 2026 we purchased 2,495 shares of common stock, at the average price of $21.75 for approximately $0.1 million
+Added: pursuant to the Share Repurchase Plan.
Public Equity Offering
−Removed: On July 13, 2018, we issued 1,150,000 shares of
−Removed: common stock priced at $25.00 per share (par value $0.001 per share) at an aggregate total of $28.75 million.
+Added: On July 13, 2018, we issued 1,150,000 shares
+Added: of 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
2 unchanged sentences
Equity ATM Program
−Removed: On March 16, 2017, we entered into an equity distribution
−Removed: agreement with Ladenburg Thalmann & Co.
−Removed: Inc., through which we may offer for sale, from time to time, up to $30.0 million of our common
−Removed: stock through an ATM offering.
−Removed: Subsequent to this, we amended our equity distribution agreement to add BB&T Capital Markets and B.
+Added: On March 16, 2017, we entered into an equity
+Added: distribution agreement with Ladenburg Thalmann & Co.
+Added: Inc., through which we may offer for sale, from time to time, up to $30.0 million
+Added: of our common stock through an ATM offering.
+Added: Subsequent to this, we amended our equity distribution agreement to add BB&T Capital
+Added: Markets and B.
Riley FBR, Inc.
as sales agents in our ATM offering.
−Removed: On July 11, 2019, the amount of the common stock to be offered was increased to $70.0
−Removed: million, and on October 8, 2019, the amount of the common stock to be offered was increased to $130.0 million.
−Removed: This agreement was terminated
−Removed: as of July 29, 2021, and as of that date, we had sold 3,922,018 shares for gross proceeds of $97.1 million at an average price of $24.77
−Removed: for aggregate net proceeds of $95.9 million (net of transaction costs).
+Added: On July 11, 2019, the amount of the common stock to be offered was
+Added: 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.
+Added: agreement was terminated as of July 29, 2021, and as of that date, we had sold 3,922,018 shares for gross proceeds of $97.1 million at
+Added: an average price of $24.77 for aggregate net proceeds of $95.9 million (net of transaction costs).
On July 30, 2021, we entered into an equity distribution
6 unchanged sentences
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
−Removed: On July 19, 2023, we amended the Equity Distribution Agreement to add an additional distribution agent, Raymond James & Associates,
+Added: On July 19, 2023, we amended the Equity Distribution Agreement to add an additional distribution agent, Raymond James &
+Added: Associates, Inc.
(“Raymond James”).
−Removed: On May 15, 2024, we amended the Equity Distribution Agreement to add an additional distribution agent,
−Removed: Lucid Capital Markets, LLC (“Lucid” and together with Ladenburg, Compass Point, and Raymond James, the “Agents”).
+Added: On May 15, 2024, we amended the Equity Distribution Agreement to add an additional distribution
+Added: agent, Lucid Capital Markets, LLC (“Lucid” and together with Ladenburg, Compass Point, and Raymond James, the “Agents”).
The sales price per share of our common stock offered under the ATM Program, less the Agents’ commission, will not be less than
1 unchanged sentence
Consistent with the terms of the ATM Program, the Manager may, from time
−Removed: 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
+Added: to time and in its sole discretion, contribute proceeds necessary to ensure that no sales are made at a price below the then-current
+Added: NAV per share.
As of February 28, 2026 we sold 8,591,915 shares
−Removed: for gross proceeds of $207.9 million at an average price of $26.37 for aggregate net proceeds of $206.1 million (net of transaction costs).
−Removed: During the three months ended February 28, 2025, we sold 1,192,400 shares for gross proceeds of $32.4 million at an average price of $26.99
−Removed: for aggregate net proceeds of $32.2 million (net of transaction costs).
−Removed: During the year ended February 28, 2025, we sold 1,300,838 shares
−Removed: for gross proceeds of $35.4 million at an average price of $26.99 for aggregate net proceeds of $35.1 million (net of transaction costs).
−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
−Removed: less than net asset value per share.
−Removed: For the three months ended February 28, 2025, the Manager reimbursed the Company $2.2 million.
−Removed: the year ended February 28, 2025, the Manager reimbursed the Company $2.4 million.
+Added: for gross proceeds of $227.2 million at an average price of $26.37 per share for aggregate net proceeds of $225.4 million (net of transaction
+Added: During the three months ended February 28, 2026, we sold zero shares for gross proceeds of $0.0 million at an average price of
+Added: $0.0 per share for aggregate net proceeds of $0.0 million (net of transaction costs).
+Added: During the year ended February 28, 2026, we sold
+Added: 747,199 shares for gross proceeds of $19.3 million at an average price of $25.83 per share for aggregate net proceeds of $19.3 million
+Added: (net of transaction costs).
+Added: The Manager agreed to reimburse the Company to the extent the per share price of the shares to the public,
+Added: less underwriting fees, was less than net asset value per share.
+Added: For the three months ended February 28, 2026, the Manager reimbursed
+Added: the Company $0.0 million.
+Added: For the year ended February 28, 2026, the Manager reimbursed the Company $0.6 million.
Dividend Distributions
9 unchanged sentences
28, 2027 to inception were as follows:
−Removed: Cash Dividend
+Added: Tax Year February 28, 2027
+Added: April 23, 2026
+Added: March 19, 2026
Tax Year Ended February 28, 2026
+Added: February 23, 2026
+Added: January 22, 2026
+Added: December 18, 2025
+Added: November 20, 2025
+Added: October 23, 2025
+Added: September 24, 2025
+Added: August 21, 2025
+Added: July 24, 2025
June 24, 2025
35 unchanged sentences
March 26, 2018
−Removed: Cash Dividend
Tax Year Ended February 28, 2018
29 unchanged sentences
common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on
−Removed: a price of $23.11 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 17,
+Added: The number of shares of common stock comprising the stock portion was calculated based
+Added: on a price of $23.11 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March
17, 20, 21, 22, 23, 24, 27, 28, 29, and 30, 2023.
−Removed: Based on shareholder elections, the dividend consisted of approximately $6.8 million in cash and 53,615 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $24.26 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 20, 21, 22, 23, 27, 28, 29 and 30 2022 and January 3 and 4, 2023.
−Removed: Based on shareholder elections, the dividend consisted of approximately $5.3 million in cash and 52,312 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.00 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 16, 19, 20, 21, 22, 23, 26, 27, 28 and 29, 2022.
−Removed: Based on shareholder elections, the dividend consisted of approximately $5.1 million in cash and 48,590 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.40 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 15, 16, 17, 21, 22, 23, 24, 27, 28 and 29, 2022.
−Removed: Based on shareholder elections, the dividend consisted of approximately $5.3 million in cash and 42,825 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $25.89 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 15, 16, 17, 18, 21, 22, 23, 24, 25 and 28, 2022.
−Removed: Based on shareholder elections, the dividend consisted of approximately $5.3 million in cash and 41,520 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $26.85 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on January 5, 6, 7, 10, 11, 12, 13, 14, 18 and 19, 2022.
−Removed: Based on shareholder elections, the dividend consisted of approximately $4.9 million in cash and 38,016 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $26.77 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2021.
−Removed: Based on shareholder elections, the dividend consisted of approximately $4.1 million in cash and 33,100 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $25.03 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 16, 17, 18, 21, 22, 23, 24, 25, 28 and 29, 2021.
−Removed: Based on shareholder elections, the dividend consisted of approximately $3.9 million in cash and 38,580 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $23.69 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on April 9,12, 13, 14, 15, 16, 19, 20, 21 and 22, 2021.
−Removed: Based on shareholder elections, the dividend consisted of approximately $3.8 million in cash and 41,388 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.75 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on January 28, 29 and February 1, 2, 3, 4, 5, 8, 9 and 10, 2021.
−Removed: Based on shareholder elections, the dividend consisted of approximately $3.8 million in cash and 45,706 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $17.63 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on October 28, 29, 30 and November 2, 3, 4, 5, 6, 9 and 10, 2020.
−Removed: Based on shareholder elections, the dividend consisted of approximately $3.7 million in cash and 47,098 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $16.45 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on July 30, 31 and August 3, 4, 5, 6, 7, 10, 11 and 12, 2020.
−Removed: Based on shareholder elections, the dividend consisted of approximately $5.4 million in cash and 35,682 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $25.44 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on January 24, 27, 28, 29, 30, 31 and February 3, 4, 5 and 6, 2020.
−Removed: Based on shareholder elections, the dividend consisted of approximately $4.5 million in cash and 34,575 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $23.34 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 13, 16, 17, 18, 19, 20, 23, 24, 25 and 26, 2019.
−Removed: Based on shareholder elections, the dividend consisted of approximately $3.6 million in cash and 31,545 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.65 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14, 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2019.
−Removed: Based on shareholder elections, the dividend consisted of approximately $3.5 million in cash and 31,240 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.36 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on March 15, 18, 19, 20, 21, 22, 25, 26, 27 and 28, 2019.
−Removed: Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 30,796 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $18.88 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on December 18, 19, 20, 21, 24, 26, 27, 28, 31, 2018 and January 2, 2019.
−Removed: Based on shareholder elections, the dividend consisted of approximately $3.3 million in cash and 25,862 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.35 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 14, 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2018.
−Removed: Based on shareholder elections, the dividend consisted of approximately $2.7 million in cash and 21,562 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $23.72 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2018.
−Removed: Based on shareholder elections, the dividend consisted of approximately $2.6 million in cash and 25,354 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $19.91 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on March 13, 14, 15, 16, 19, 20, 21, 22, 23 and 26, 2018.
−Removed: Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 25,435 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.14 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on December 13, 14, 15, 18, 19, 20, 21, 22, 26 and 27, 2017.
−Removed: Based on shareholder elections, the dividend consisted of approximately $2.2 million in cash and 33,551 newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $20.19 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 13, 14, 15, 18, 19, 20, 21, 22, 25 and 26, 2017.
−Removed: Based on shareholder elections, the dividend consisted of approximately $2.3 million in cash and 26,222 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $20.04 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14, 15, 16, 19, 20, 21, 22, 23, 26 and 27, 2017.
−Removed: Based on shareholder elections, the dividend consisted of approximately $2.0 million in cash and 29,096 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.38 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on March 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2017.
−Removed: Based on shareholder elections, the dividend consisted of approximately $1.6 million in cash and 50,453 newly issued shares of common stock, or 0.9% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $20.25 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on January 27, 30, 31 and February 1, 2, 3, 6, 7, 8 and 9, 2017.
−Removed: Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,548 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $17.12 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on October 27, 28, 31 and November 1, 2, 3, 4, 7, 8 and 9, 2016.
−Removed: Based on shareholder elections, the dividend consisted of approximately $0.7 million in cash and 24,786 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $17.06 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on August 22, 23, 24, 25, 26, 29, 30, 31 and September 1 and 2, 2016.
−Removed: Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,167 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $16.32 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on July 27, 28, 29 and August 1, 2, 3, 4, 5, 8 and 9, 2016.
−Removed: Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 56,728 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $15.43 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on April 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2016.
−Removed: Based on shareholder elections, the dividend consisted of approximately $1.4 million in cash and 66,765 newly issued shares of common stock, or 1.2% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $13.11 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on February 16, 17, 18, 19, 22, 23, 24, 25, 26 and 29, 2016.
−Removed: Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 61,029 newly issued shares of common stock, or 1.1% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $14.53 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on November 16, 17, 18, 19, 20, 23, 24, 25, 27 and 30, 2015.
−Removed: Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 47,861 newly issued shares of common stock, or 0.9% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $15.28 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on August 18, 19, 20, 21, 24, 25, 26, 27, 28 and 31, 2015.
−Removed: Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 126,230 newly issued shares of common stock, or 2.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $16.47 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on May 22, 26, 27, 28, 29 and June 1, 2, 3, 4, and 5, 2015.
−Removed: Based on shareholder elections, the dividend consisted of approximately $0.9 million in cash and 33,766 newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $16.78 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on May 15, 18, 19, 20, 21, 22, 26, 27, 28 and 29, 2015.
−Removed: Based on shareholder elections, the dividend consisted of approximately $0.8 million in cash and 26,858 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $14.97 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on February 13, 17, 18, 19, 20, 23, 24, 25, 26 and 27, 2015.
−Removed: Based on shareholder elections, the dividend consisted of approximately $0.6 million in cash and 22,283 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $14.37 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on November 14, 17, 18, 19, 20, 21, 24, 25, 26 and 28, 2014.
−Removed: Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 649,500 shares of common stock, or 13.7% of our outstanding common stock prior to the dividend payment.
−Removed: The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $15.439 per share, which equaled the volume weighted average trading price per share of the common stock on December 11, 13 and 16, 2013.
−Removed: Based on shareholder elections, the dividend consisted of $3.3 million in cash and 853,455 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment.
−Removed: The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $15.444 per share, which equaled the volume weighted average trading price per share of the common stock on December 14, 17 and 19, 2012.
−Removed: Based on shareholder elections, the dividend consisted of $2.0 million in cash and 599,584 shares of common stock, or 18.0% of our outstanding common stock prior to the dividend payment.
−Removed: The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $13.117067 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2011.
−Removed: Based on shareholder elections, the dividend consisted of $1.2 million in cash and 596,235 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment.
−Removed: The amount of cash elected to be received was greater than the cash limit of 10.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $17.8049 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2010.
−Removed: Based on shareholder elections, the dividend consisted of $2.1 million in cash and 864,872 shares of common stock, or 104.0% of our outstanding common stock prior to the dividend payment.
−Removed: The amount of cash elected to be received was greater than the cash limit of 13.7% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $1.5099 per share, which equaled the volume weighted average trading price per share of the common stock on December 24 and 28, 2009.
−Removed: Based on shareholder elections, the dividend consisted of approximately $7.6 million in cash and 29,627 newly issued shares of common stock, or 0.2% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $25.29 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 15, 16, 20, 21, 22, 23, 26, 27, 28, and 29, 2023.
−Removed: Based on shareholder elections, the dividend consisted of approximately $8.4 million in cash and 35,196 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $24.41 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 15, 18, 19, 20, 21, 22, 25, 26, 27, and 28, 2023.
−Removed: Based on shareholder elections, the dividend consisted of approximately $8.9 million in cash and 37,394 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $24.47 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 14, 15, 18, 19, 20, 21, 22, 26, 27, and 28, 2023.
−Removed: Based on shareholder elections, the dividend consisted of approximately
−Removed: $9.0 million in cash and 45,490 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.85 per share, which equaled 95%
−Removed: of the volume weighted average trading price per share of the common stock on March 15, 18, 19, 20, 21, 22, 25, 26, 27, and 28, 2024.
−Removed: Based on shareholder elections, the dividend consisted of approximately
−Removed: $9.1 million in cash and 46,803 newly issued shares of common stock, or 10.0% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.76 per share, which equaled 95%
−Removed: of the volume weighted average trading price per share of the common stock on June 13, 14, 17, 18, 20, 21, 24, 25, 26, and 27, 2024.
−Removed: Based on shareholder elections, the dividend consisted of approximately
−Removed: $9.0 million in cash and 54,999 newly issued shares of common stock, or 10.0% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.08 per share, which equaled 95%
−Removed: of the volume weighted average trading price per share of the common stock on September 13, 16, 17, 18, 19, 20, 23, 24, 25, and 26, 2024.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $6.8 million in cash and 53,615 newly issued shares of common stock, or 0.5% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $24.26
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 20, 21, 22, 23,
+Added: 27, 28, 29 and 30 2022 and January 3 and 4, 2023.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $5.3 million in cash and 52,312 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.00
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 16, 19, 20,
+Added: 21, 22, 23, 26, 27, 28 and 29, 2022.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $5.1 million in cash and 48,590 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.40
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 15, 16, 17, 21, 22,
+Added: 23, 24, 27, 28 and 29, 2022.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $5.3 million in cash and 42,825 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $25.89
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 15, 16, 17, 18,
+Added: 21, 22, 23, 24, 25 and 28, 2022.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $5.3 million in cash and 41,520 newly issued shares of common stock, or 0.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $26.85
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on January 5, 6, 7, 10, 11,
+Added: 12, 13, 14, 18 and 19, 2022.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $4.9 million in cash and 38,016 newly issued shares of common stock, or 0.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $26.77
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 15, 16, 17,
+Added: 20, 21, 22, 23, 24, 27 and 28, 2021.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $4.1 million in cash and 33,100 newly issued shares of common stock, or 0.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $25.03
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 16, 17, 18, 21, 22,
+Added: 23, 24, 25, 28 and 29, 2021.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.9 million in cash and 38,580 newly issued shares of common stock, or 0.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $23.69
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on April 9,12, 13, 14, 15,
+Added: 16, 19, 20, 21 and 22, 2021.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.8 million in cash and 41,388 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.75
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on January 28, 29 and February
+Added: 1, 2, 3, 4, 5, 8, 9 and 10, 2021.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.8 million in cash and 45,706 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $17.63
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on October 28, 29, 30 and
+Added: November 2, 3, 4, 5, 6, 9 and 10, 2020.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.7 million in cash and 47,098 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $16.45
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on July 30, 31 and August
+Added: 3, 4, 5, 6, 7, 10, 11 and 12, 2020.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $5.4 million in cash and 35,682 newly issued shares of common stock, or 0.3% of our outstanding common stock
+Added: prior to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price
+Added: of $25.44 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on January 24,
+Added: 27, 28, 29, 30, 31 and February 3, 4, 5 and 6, 2020.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $4.5 million in cash and 34,575 newly issued shares of common stock, or 0.4% of our outstanding common stock
+Added: prior to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price
+Added: of $23.34 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 13,
+Added: 16, 17, 18, 19, 20, 23, 24, 25 and 26, 2019.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.6 million in cash and 31,545 newly issued shares of common stock, or 0.4% of our outstanding common stock
+Added: prior to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price
+Added: of $22.65 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14,
+Added: 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2019.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.5 million in cash and 31,240 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.36
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on March 15, 18, 19, 20,
+Added: 21, 22, 25, 26, 27 and 28, 2019.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.4 million in cash and 30,796 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $18.88
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on December 18, 19, 20,
+Added: 21, 24, 26, 27, 28, 31, 2018 and January 2, 2019.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.3 million in cash and 25,862 newly issued shares of common stock, or 0.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.35
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 14, 17, 18,
+Added: 19, 20, 21, 24, 25, 26 and 27, 2018.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $2.7 million in cash and 21,562 newly issued shares of common stock, or 0.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $23.72
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14, 15, 18, 19,
+Added: 20, 21, 22, 25, 26 and 27, 2018.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $2.6 million in cash and 25,354 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $19.91
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on March 13, 14, 15, 16,
+Added: 19, 20, 21, 22, 23 and 26, 2018.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $2.5 million in cash and 25,435 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.14
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on December 13, 14, 15,
+Added: 18, 19, 20, 21, 22, 26 and 27, 2017.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $2.2 million in cash and 33,551 newly issued shares of common stock, or 0.6% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $20.19
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 13, 14, 15,
+Added: 18, 19, 20, 21, 22, 25 and 26, 2017.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $2.3 million in cash and 26,222 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $20.04
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14, 15, 16, 19,
+Added: 20, 21, 22, 23, 26 and 27, 2017.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $2.0 million in cash and 29,096 newly issued shares of common stock, or 0.5% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.38
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on March 15, 16, 17, 20,
+Added: 21, 22, 23, 24, 27 and 28, 2017.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $1.6 million in cash and 50,453 newly issued shares of common stock, or 0.9% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $20.25
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on January 27, 30, 31 and
+Added: February 1, 2, 3, 6, 7, 8 and 9, 2017.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $1.5 million in cash and 58,548 newly issued shares of common stock, or 1.0% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $17.12
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on October 27, 28, 31 and
+Added: November 1, 2, 3, 4, 7, 8 and 9, 2016.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $0.7 million in cash and 24,786 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $17.06
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on August 22, 23, 24, 25,
+Added: 26, 29, 30, 31 and September 1 and 2, 2016.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $1.5 million in cash and 58,167 newly issued shares of common stock, or 1.0% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $16.32
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on July 27, 28, 29 and
+Added: August 1, 2, 3, 4, 5, 8 and 9, 2016.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $1.5 million in cash and 56,728 newly issued shares of common stock, or 1.0% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $15.43
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on April 14, 15, 18, 19,
+Added: 20, 21, 22, 25, 26 and 27, 2016.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $1.4 million in cash and 66,765 newly issued shares of common stock, or 1.2% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $13.11
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on February 16, 17, 18,
+Added: 19, 22, 23, 24, 25, 26 and 29, 2016.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $1.1 million in cash and 61,029 newly issued shares of common stock, or 1.1% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $14.53
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on November 16, 17, 18,
+Added: 19, 20, 23, 24, 25, 27 and 30, 2015.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $1.1 million in cash and 47,861 newly issued shares of common stock, or 0.9% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $15.28
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on August 18, 19, 20, 21,
+Added: 24, 25, 26, 27, 28 and 31, 2015.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.4 million in cash and 126,230 newly issued shares of common stock, or 2.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $16.47
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on May 22, 26, 27, 28,
+Added: 29 and June 1, 2, 3, 4, and 5, 2015.
+Added: Based on shareholder elections,
+Added: the dividend consisted of approximately $0.9 million in cash and 33,766 newly issued shares of common stock, or 0.6% of our outstanding
+Added: common stock prior to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based
+Added: on a price of $16.78 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on
+Added: May 15, 18, 19, 20, 21, 22, 26, 27, 28 and 29, 2015.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $0.8 million in cash and 26,858 newly issued shares of common stock, or 0.5% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $14.97
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on February 13, 17, 18,
+Added: 19, 20, 23, 24, 25, 26 and 27, 2015.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $0.6 million in cash and 22,283 newly issued shares of common stock, or 0.4% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $14.37
+Added: per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on November 14, 17, 18,
+Added: 19, 20, 21, 24, 25, 26 and 28, 2014.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $2.5 million in cash and 649,500 shares of common stock, or 13.7% of our outstanding common stock prior to the dividend
+Added: The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus
+Added: resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash.
+Added: The number of shares of
+Added: common stock comprising the stock portion was calculated based on a price of $15.439 per share, which equaled the volume weighted
+Added: average trading price per share of the common stock on December 11, 13 and 16, 2013.
+Added: Based on shareholder elections, the dividend consisted
+Added: of $3.3 million in cash and 853,455 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment.
+Added: The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting
+Added: in the payment of a combination of cash and stock to shareholders who elected to receive cash.
+Added: The number of shares of common stock
+Added: comprising the stock portion was calculated based on a price of $15.444 per share, which equaled the volume weighted average trading
+Added: price per share of the common stock on December 14, 17 and 19, 2012.
+Added: Based on shareholder elections, the dividend consisted
+Added: of $2.0 million in cash and 599,584 shares of common stock, or 18.0% of our outstanding common stock prior to the dividend payment.
+Added: The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting
+Added: in the payment of a combination of cash and stock to shareholders who elected to receive cash.
+Added: The number of shares of common stock
+Added: comprising the stock portion was calculated based on a price of $13.117067 per share, which equaled the volume weighted average trading
+Added: price per share of the common stock on December 20, 21 and 22, 2011.
+Added: Based on shareholder elections, the dividend consisted
+Added: of $1.2 million in cash and 596,235 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment.
+Added: The amount of cash elected to be received was greater than the cash limit of 10.0% of the aggregate dividend amount, thus resulting
+Added: in the payment of a combination of cash and stock to shareholders who elected to receive cash.
+Added: The number of shares of common stock
+Added: comprising the stock portion was calculated based on a price of $17.8049 per share, which equaled the volume weighted average trading
+Added: price per share of the common stock on December 20, 21 and 22, 2010.
+Added: Based on shareholder elections, the dividend consisted
+Added: of $2.1 million in cash and 864,872 shares of common stock, or 104.0% of our outstanding common stock prior to the dividend payment.
+Added: The amount of cash elected to be received was greater than the cash limit of 13.7% of the aggregate dividend amount, thus resulting
+Added: in the payment of a combination of cash and stock to shareholders who elected to receive cash.
+Added: The number of shares of common stock
+Added: comprising the stock portion was calculated based on a price of $1.5099 per share, which equaled the volume weighted average trading
+Added: price per share of the common stock on December 24 and 28, 2009.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $7.6 million in cash and 29,627 newly issued shares of common stock, or 0.2% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $25.29
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 15, 16, 20, 21, 22,
+Added: 23, 26, 27, 28, and 29, 2023.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $8.4 million in cash and 35,196 newly issued shares of common stock, or 0.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $24.41
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 15, 18, 19,
+Added: 20, 21, 22, 25, 26, 27, and 28, 2023.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $8.9 million in cash and 37,394 newly issued shares of common stock, or 0.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $24.47
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 14, 15, 18, 19,
+Added: 20, 21, 22, 26, 27, and 28, 2023.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $9.0 million in cash and 45,490 newly issued shares of common stock, or 0.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.85
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 15, 18, 19, 20,
+Added: 21, 22, 25, 26, 27, and 28, 2024.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $9.1 million in cash and 46,803 newly issued shares of common stock, or 10.0% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.76
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 13, 14, 17, 18, 20,
+Added: 21, 24, 25, 26, and 27, 2024.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $9.0 million in cash and 54,999 newly issued shares of common stock, or 10.0% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.08
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 13, 16, 17,
+Added: 18, 19, 20, 23, 24, 25, and 26, 2024.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $13.7 million in cash and 81,471 newly issued shares of common stock, or 11.9% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.80
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 6, 9, 10, 11,
+Added: 12, 13, 16, 17, 18, and 19, 2024.
+Added: Based on shareholder elections, the dividend consisted of approximately $9.9 million in cash and
+Added: 60,611 newly issued shares of common stock, or 12.3% of our outstanding common stock prior to the dividend payment.
+Added: The number of
+Added: shares of common stock comprising the stock portion was calculated based on a price of $22.96 per share, which equaled 95% of the
+Added: volume weighted average trading price per share of the common stock on March 12, 13, 14, 17, 18, 19, 20, 21, 24, and 25, 2025.
+Added: Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and
+Added: 20,086 newly issued shares of common stock, or 11.5% of our outstanding common stock prior to the dividend payment.
+Added: The number of
+Added: shares of common stock comprising the stock portion was calculated based on a price of $22.02 per share, which equaled 95% of the
+Added: volume weighted average trading price per share of the common stock on April 10, 11, 14, 15, 16, 17, 21, 22, 23, and 24, 2025.
Based on shareholder elections, the dividend consisted of approximately
−Removed: $13.7 million in cash and 81,471 newly issued shares of common stock, or 11.9% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.80 per share, which equaled 95%
−Removed: of the volume weighted average trading price per share of the common stock on December 6, 9, 10, 11, 12, 13, 16, 17, 18, and 19, 2024.
+Added: $3.4 million in cash and 20,784 newly issued shares of common stock, or 12.5% of our outstanding common stock prior to the dividend
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $23.02 per share, which
+Added: equaled 95% of the volume weighted average trading price per share of the common stock on May 9, 12, 13, 14, 15, 16, 19, 20, 21,
+Added: and 22, 2025.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.4 million in cash and 19,750 newly issued shares of common stock, or 11.7% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $23.09
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 10, 11, 12, 13, 16,
+Added: 17, 18, 20, 23, and 24, 2025.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.5 million in cash and 17,443 newly issued shares of common stock, or 10.6% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $23.86
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on July 11, 14, 15, 16, 17,
+Added: 18, 21, 22, 23 and 24, 2025.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.6 million in cash and 17,320 newly issued shares of common stock, or 10.5% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $24.11
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on August 8, 11, 12, 13,
+Added: 14, 15, 18, 19, 20 and 21, 2025.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.6 million in cash and 17,673 newly issued shares of common stock, or 10.3% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $23.32
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 11, 12, 15,
+Added: 16, 17, 18, 19, 22, 23 and 24, 2025.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.6 million in cash and 20,898 newly issued shares of common stock, or 10.9% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $20.97
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on October 10, 13, 14, 15,
+Added: 16, 17, 20, 21, 22, and 23, 2025.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $3.6 million in cash and 20,552 newly issued shares of common stock, or 10.7% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $20.99
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on November 7, 10, 11, 12,
+Added: 13, 14, 17, 18, 19, and 20, 2025.
+Added: Based on shareholder elections, the dividend consisted
+Added: of approximately $7.2 million in cash and 41,155 newly issued shares of common stock, or 11.1% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $21.85
+Added: per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 5, 8, 9, 10,
+Added: 11, 12, 15, 16, 17, and 18, 2025.
+Added: on shareholder elections, the dividend consisted of approximately $3.6 million in cash and
+Added: 20,092 newly issued shares of common stock, or 11.0% of our outstanding common stock prior
+Added: to the dividend payment.
+Added: The number of shares of common stock comprising the stock portion
+Added: was calculated based on a price of $22.12 per share, which equaled 95% of the volume weighted
+Added: average trading price per share of the common stock on January 8, 9, 12, 13, 14, 15, 16,
+Added: 20, 21, and 22, 2026.
Based on shareholder elections, the dividend consisted of approximately $3.6 million in cash and 20,049 newly issued shares of common stock, or 10.9% of our outstanding common stock prior to the dividend payment.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.96 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 12, 13, 14, 17, 18, 19, 20, 21, 24, and 25, 2025.
+Added: The number of shares of common stock comprising the stock portion was calculated based on a price of $22.07 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on February 9, 10, 11, 12, 13, 17, 18, 19, 20, and 23, 2026.
+Added: on shareholder elections, the dividend consisted of approximately $ 3.6
+Added: million in cash and 20,766
+Added: newly issued shares of common stock,
+Added: or 11.0 % of our outstanding
+Added: common stock prior to the dividend payment.
+Added: The number of shares of common stock comprising
+Added: the stock portion was calculated based on a price of $ 21.45 per
+Added: share, which equaled 95% of the volume weighted average trading price per share of the common
+Added: stock on March 6, 9, 10, 11, 12, 13, 16, 17, 18, and 19, 2026.
Based on shareholder elections, the dividend consisted of approximately $3.6 million in cash and 22,784 newly issued shares of common stock, or 12.2% of our outstanding common stock prior to the dividend payment.
The number of shares of common stock comprising the stock portion was calculated based on a price of $21.71 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on April 10, 13, 14, 15, 16, 17, 20, 21, 22, and 23, 2026.
−Removed: These dividends were declared on February 18, 2025, and the cash and
−Removed: newly issued shares of the common stock will be determined at a future date.
We cannot provide any assurance that these measures will
1 unchanged sentence
Subsequent Events
−Removed: Company has evaluated subsequent events through the filing of this Form 10-K and determined that there have been no events that have occurred
−Removed: that would require adjustments to the Company’s consolidated financial statements and disclosures in the consolidated financial
−Removed: statements as of and for the year ended February 28, 2025.
+Added: On March 17, 2026, the Company declared the following
+Added: dividends for the quarter ending May 31, 2026.
+Added: Shareholders have the option to receive payment of the dividend in cash, or receive shares
+Added: of common stock, pursuant to the DRIP.
+Added: April 7, 2026
+Added: April 23, 2026
+Added: June 23, 2026
+Added: On April 10, 2026, the Company issued $25.0 million
+Added: in aggregate principal amount of 7.25% fixed-rate notes due 2029 (the “7.25% 2029 Notes”) for net proceeds of approximately
+Added: $24.5 million, based on an offering price of 98.00% per Note.
+Added: Estimated offering costs incurred were approximately $0.2 million.
+Added: on the 7.25% 2029 Notes is paid quarterly on February 28, May 31, August 31 and November 30 of each year, beginning on May 31, 2026.
+Added: Notes will mature on April 10, 2029, and may be extended to October 10, 2029, at the sole discretion of the Company.
+Added: The Notes may be
+Added: redeemed at the Company’s option, in whole or in part at any time, or from time to time on or after April 10, 2027, at the redemption
+Added: price of par, plus accrued and unpaid interest.
+Added: The Company intends to use the net proceeds from the offering for general corporate purposes
+Added: in accordance with the Company’s investment objective and strategies.
+Added: Pursuant to the terms of the Notes Purchase Agreement, upon
+Added: the mutual agreement of the Company and the Purchaser, the Company may issue additional Notes for sale in one or more subsequent private
+Added: offerings by July 10, 2026, in an aggregate amount of up to $25.0 million, resulting in a total maximum issuance of $50.0 million.
+Added: In addition, holders of the 7.25% 2029 Notes will have the option to
+Added: have the 7.25% 2029 Notes repaid prior to the stated maturity date if (i) the Company is no longer directly managed by Saratoga Investment
+Added: Advisors or any of its affiliates, or if two or more of Christian L.
+Added: Oberbeck, Michael J.
+Added: Grisius, Thomas V.
+Added: Inglesby, Charles G.
+Added: Steenkamp cease to work or be employed on a full-time basis with respect to the business of Saratoga Investment Advisors at
+Added: least the duties and responsibilities delegated to him as of the date of the Seventeenth Supplemental Indenture and has not been promptly
+Added: replaced by another person reasonably acceptable by the holders of the Notes;
+Added: or (ii) the Company violates Section 18(a)(1)(A) as modified
+Added: by Section 61(a)(2) of the 1940 Act as in effect as of the date of the Seventeenth Supplemental Indenture, but giving effect to any exemptive
+Added: relief granted to the Company by the SEC.
Contractual obligations
−Removed: The following table shows our payment obligations for repayment
−Removed: of debt and other contractual obligations at February 28, 2025:
+Added: The following table shows our payment obligations
+Added: for repayment of debt and other contractual obligations at February 28, 2026:
Payment Due by Period
Long-Term Debt Obligations
−Removed: Less Than 1 Year
−Removed: More Than 5 Years
($ in thousands)
−Removed: Encina credit facility
Live Oak credit facility
+Added: Valley Bank Credit Facility
SBA debentures
7 unchanged sentences
7.50% 2031 Notes
−Removed: 8.125% 2027 Notes
−Removed: 8.50% 2028 Notes
Total Long-Term Debt Obligations
10 unchanged sentences
ActiveProspect, Inc.
+Added: Angry Chickz, Inc.
Artemis Wax Corp.
Ascend Software, LLC
−Removed: C2 Educational Systems
+Added: Better Impact USA, Inc.
+Added: C2 Educational Systems, Inc
Davisware, LLC
−Removed: Granite Comfort, LP
+Added: Haystack Team Inc.
LFR Chicken LLC
2 unchanged sentences
Saratoga Senior Loan Fund I JV, LLC
−Removed: Sceptre Hospitality Resources, LLC
−Removed: Stretch Zone Franchising, LLC
+Added: SAI Systems Health, LLC
+Added: Source 44 LLC
+Added: StockIQ Technologies, LLC
VetnCare MSO, LLC
At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required
−Removed: Alpha Aesthetics Partners OpCo, LLC
−Removed: ARC Health OpCo LLC
+Added: Angry Chickz, Inc.
Axero Holdings, LLC - Revolver
Axiom Medical Consulting, LLC
+Added: Better Impact USA, Inc.
BQE Software, Inc.
−Removed: C2 Educational Systems
−Removed: Cloudpermit Intermediate Holding Company
+Added: Breezeway Homes, Inc.
Davisware, LLC
3 unchanged sentences
Innergy, Inc.
−Removed: Inspect Point Holding, LLC
+Added: Inspect Point Holdings, LLC
+Added: LFR Chicken LLC
Modis Dental Partners OpCo, LLC
Pepper Palace, Inc.
+Added: SAI Systems Health, LLC
+Added: SmartAC.com, Inc.
+Added: Source 44 LLC
+Added: Source 44 LLC - Revolver
+Added: StockIQ Technologies, LLC
Stretch Zone Franchising, LLC
3 unchanged sentences
As of February 28, 2026, we had cash and cash equivalents of $1.7 million, $52.5 million in available
−Removed: borrowings under the Encina Credit Facility and $55.0 million in available borrowings under the Live Oak Credit Facility.
+Added: borrowings under the Valley Credit Facility and $37.5 million in available borrowings under the Live Oak Credit Facility.
+Added: $99.0 million available SBA debentures that can be used for any commitments held in SBIC III LP.
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.