Owl Rock Technology Income Corp.
03/03/2026 | Press release | Distributed by Public on 03/03/2026 15:12
Annual Report for Fiscal Year Ending 12/31, 2025 (Form 10-K)
Management's Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this section should be read in conjunction with "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Blue Owl Technology Income Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in "ITEM 1A. RISK FACTORS." This discussion also should be read in conjunction with the "Cautionary Statement Regarding Forward Looking Statements" set forth on page 3 of this Annual Report. Actual results could differ materially from those implied or expressed in any forward-looking statements.
Overview
Blue Owl Technology Income Corp. (the "Company", "we", "us", or "our") is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). Formed as a Maryland corporation on June 22, 2021, we were advised by Blue Owl Technology Credit Advisors LLC ("OTCA") from October 1, 2021 to November 30, 2021. As of November 30, 2021, we are advised by Blue Owl Technology Credit Advisors II LLC (our "Adviser" or "OTCA II"). The Adviser is registered as an investment adviser with the Securities and Exchange Commission ("SEC"). We have elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. On December 9, 2021, we formed a wholly-owned subsidiary, OR Tech Lending IC LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Tech Lending IC LLC makes loans to borrowers headquartered in California. From time to time we may form wholly-owned subsidiaries to facilitate the normal course of business.
We are managed by our Adviser. Our Adviser is an indirect affiliate of Blue Owl Capital Inc. ("Blue Owl") (NYSE: OWL) and part of Blue Owl's Credit platform, which includes several strategies, including direct lending, alternative credit, investment grade credit, liquid credit and other adjacent investment strategies. Our Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Subject to the overall supervision of our Board, our Adviser manages the day-to-day operations of, and provides investment advisory and management services, to us. The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. Our Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals.
We rely on an exemptive order issued to an affiliate of the Adviser that permits us to offer multiple classes of shares of common stock and to impose asset-based servicing and distribution fees and early withdrawal fees. We are currently offering on a continuous basis up to $5,000,000,000 in any combination of amount of shares of Class S, Class D, and Class I common stock. The share classes have different upfront selling commissions and ongoing servicing fees. Each class of common stock will be offered through Blue Owl Securities LLC (d/b/a Blue Owl Securities) (the "Dealer Manager"). No upfront selling commission, dealer manager fees, or other similar placement fees will be paid to us or the Dealer Manager with respect to the Class S and Class D shares, however, if such Class S shares or Class D shares are purchased through certain financial intermediaries, those financial intermediaries may directly charge transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that the selling agents limit such charges to 3.50% of the net offering price per share for each Class S share and 1.50% of the net offering price per share for each Class D share. Class I shares are not subject to upfront selling commissions. Class S, Class D and Class I shares were offered at initial purchase prices per share of $10.00. Thereafter, the purchase price per share for each class of common stock will vary and will not be sold at a price below our net asset value per share of such class, as determined in accordance with our share pricing policy, plus applicable upfront selling commissions.
We were initially funded on September 30, 2021, when an affiliate of the Adviser ("the Initial Shareholder") purchased 100 shares of our Class I common stock at $10.00 per share, which represents the initial public offering price. On May 2, 2022, we met the minimum offering requirement, commenced operations and commenced our initial public offering of up to $5,000,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. On February 3, 2025, we commenced our follow-on offering pursuant to which we are currently offering on a continuous basis up to $5,000,000,000 in any combination of Class S, Class D and Class I common shares.
Since meeting the minimum offering requirement and commencing our continuous public offering through December 31, 2025, we have issued 93,062,111 shares of Class S common stock, 3,413,138 shares of Class D common stock, and 41,616,430 shares of Class I common stock, exclusive of any tender offers and shares issued pursuant to our distribution reinvestment plan, for gross proceeds of $962.3 million,$34.9 million and $427.4 million, respectively, including $1,000 of seed capital contributed by the Initial Shareholder. We have issued 246,887,445 shares of our Class I common stock to feeder vehicles primarily created to hold our Class I shares in a Private Offering and raised gross proceeds of approximately $2.53 billion.
Blue Owl consists of three investment platforms: (1) Credit, which includes several strategies, including direct lending, alternative credit, investment grade credit, liquid credit and other adjacent investment strategies, (2) GP Strategic Capital, which primarily
focuses on acquiring equity stakes in, or providing debt financing to, large, multi-product private equity and private credit firms, and (3) Real Assets, which primarily focuses on the strategies of net lease real estate, real estate credit and digital infrastructure, which focuses on acquiring, financing, developing and operating data centers and related digital infrastructure assets. The direct lending strategy of Blue Owl's Credit platform is comprised of the Adviser, OTCA, Blue Owl Credit Advisors LLC ("OCA"), Blue Owl Diversified Credit Advisors LLC ("ODCA"), and Blue Owl Credit Private Fund Advisors LLC ("OPFA" and together with the Adviser, OCA, ODCA and OTCA, the "Blue Owl Credit Advisers"), which are also investment advisers. As of December 31, 2025, the Adviser and its affiliates had $157.76 billion in assets under management across Blue Owl's Credit platform.
The management of our investment portfolio is the responsibility of the Adviser and the Technology Lending Investment Committee. The Investment Team is also led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser's senior executive team and Blue Owl's Credit platform's investment committees. Blue Owl's four direct lending investment committees each focus on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl's Credit platform's investment committees. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Technology Lending Investment Committee is comprised of Erik Bissonnette, Pravin Vazirani, Jon ten Oever and Arthur Martini. We consider the individuals on the Technology Lending Investment Committee to be our portfolio managers. The Investment Team, under the Technology Lending Investment Committee's supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis.
The Technology Lending Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Technology Lending Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which certain investments may be made or sold consistent with our investment objective), structures financings and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Technology Lending Investment Committee. Follow-on investments in existing portfolio companies may require the Technology Lending Investment Committee's approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Technology Lending Investment Committee. The compensation packages of the Technology Lending Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.
In addition, we and the Adviser have entered into a dealer manager agreement with Blue Owl Securities and certain participating broker-dealers to solicit capital (the "Dealer Manager Agreement").
We may be prohibited under the Investment Company Act of 1940, as amended (the "1940 Act") from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We rely on an order for exemptive relief (the "Order") to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a "required majority" (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when we co-invest with our affiliates in an issuer where our affiliate has an existing investment in the issuer, and (2) if we dispose of an asset acquired in a transaction under the Order unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board will oversee our participation in the co-investment program. As required by the Order, we have adopted, and the Board has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Order, and the Adviser and our Chief Compliance Officer will provide reporting to the Board.
The Blue Owl Credit Advisers' investment allocation policy seeks to ensure equitable allocation of investment opportunities over time between us and other funds managed by our Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the BDCs, interval fund, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the "Blue Owl Credit Clients") and/or other funds managed by the Adviser or its affiliates that avail themselves of the Order. In addition, the Adviser and its affiliates are permitted to allocate an investment to a number of products across platforms that it views as appropriate for the particular investment objectives, strategies and characteristics of such products.
We have elected to be regulated as a BDC under the 1940 Act and have elected to be treated as a RIC for U.S. federal income tax purposes. As a result, we are required to comply with various statutory and regulatory requirements, such as:
•the requirement to invest at least 70% of our assets in "qualifying assets", as such term is defined in the 1940 Act;
•source of income limitations;
•asset diversification requirements; and
•the requirement to distribute (or be treated as distributing) in each taxable year at least the sum of (i) 90% of our investment company taxable income and (ii) 90% of our tax-exempt interest for that taxable year.
Our Investment Framework
We are a Maryland corporation formed primarily to originate and make loans to and make debt and equity investments in, technology-related companies based primarily in the United States, with an emphasis on enterprise software investments. We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company's common equity. Our investment objective is to maximize total return by generating current income from debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments. We may hold our investments directly or through special purpose vehicles. Since our Adviser's affiliates began investment activities in April 2016 through December 31, 2025, the Blue Owl Credit Advisers have originated $187.04 billion aggregate principal amount of investments across multiple industries, of which $182.92 billion of aggregate principal amount of investments prior to any subsequent exits or repayments was retained by either us or a corporation or fund advised by our Adviser or its affiliates.
We invest at least 80% of the value of our total assets in "technology-related" companies. We define technology-related companies as those that (i) operate directly in the technology industry, which includes, but is not limited to, application software, systems software, healthcare technology, information technology, technology services and infrastructure, financial technology and internet and digital media, (ii) operate indirectly through their reliance on technology (i.e., utilizing scientific knowledge or technology-enabled techniques, skills, methods, devices or processes to deliver goods and/or services) or (iii) seek to grow through technological advancements and innovations. We invest in a broad range of established and high growth technology-related companies with a focus on large, established enterprise software companies across a variety of end-markets that are capitalizing on the large and growing demand for software products and services. Within enterprise software we currently focus on investing in application software, which represents the operating layer for core business functions; systems and infrastructure software, which is the defense layer that protects enterprise data and networks and of which cybersecurity is a large component; and fintech and payments software, which provide critical means for the global movement of capital.
The companies in which we invest use our capital primarily to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we invest is generally not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as "high yield" or "junk".
We leverage Blue Owl's relationships and existing origination capabilities to focus our investments in companies with an enterprise value of at least $250 million and that are typically backed by institutional investors that are active investors in and have an expertise in technology companies and technology-related industries. We expect that our target investments will typically have maturities between three and ten years and generally range in size between $50 million and $500 million. Our expected portfolio composition will be majority debt or income producing securities, in particular directly originated debt investments, with a lesser allocation to equity related opportunities. On these investments, we typically invest at a low loan-to-value ratio, which we consider to be 50% or below. We anticipate that generally any equity related securities we hold will be minority positions. We expect that our investment size will vary with the size of our capital base and that our average investment size will be 0.5-1.5% of our entire portfolio with no investment size greater than 5%; however, from time to time, certain of our investments may comprise greater than 5%. As of December 31, 2025, our average investment size in each of our portfolio companies was approximately $32.7 million based on fair value.
We expect that our portfolio composition will be comprised predominantly of directly originated debt and income producing securities, with a lesser allocation to equity or equity-linked opportunities. Our debt investments may be structured as annualized recurring revenue ("ARR") loans, which are loans made to a company that may not currently be EBITDA positive because they have strategically determined to postpone profitability in favor of acquiring customers that will generate a high lifetime value over time. Generally, our ARR loans are made to high growth technology companies with a stable base of existing customers, providing strong revenue visibility. We believe the recurring revenue market to be underserved and find that ARR loans often have attractive risk adjusted return profiles, in the form of pricing, credit documentation, and /or loan-to-values, relative to the broader market. Our ARR loans, as a percentage of our portfolio, have decreased from its peak, and as we seek to originate additional loans we expect to increase our exposure to ARR loans.
We may also invest a portion of our portfolio in opportunistic investments and publicly traded debt investments and we may evaluate and enter into strategic portfolio transactions that may result in additional portfolio companies that we are considered to control. These types of investments are intended to supplement our core strategy and further enhance returns to our shareholders. These investments may include high-yield bonds and broadly syndicated loans, including "covenant lite" loans (as defined below), and other publicly traded debt instruments, typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than those of middle-market companies, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans, structured products, asset-based solutions or
other forms of specialty finance, which may include, but is not limited to, investments such as life settlements, royalty interests and equipment finance.
Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. The loans in which we expect to invest may have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company's financial performance, or may take the form of "covenant-lite" loans, which generally refers to loans that do not have a complete set of financial maintenance covenants. Generally, "covenant-lite" loans provide borrowers more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower's financial condition. Accordingly, to the extent we invest in "covenant-lite" loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.
Key Components of Our Results of Operations
Investments
We focus primarily on originating and making debt and equity investments in technology-related (specifically software) companies based primarily in the United States.
Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.
Revenues
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of December 31, 2025, 98.2% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.
Our investment portfolio consists primarily of floating rate loans. Macro trends in base interest rates like SOFR, and any other alternative reference rates may affect our net investment income over the long term. However, because we generally intend to originate loans to a small number of portfolio companies each quarter, and those investments may vary in size, our results in any given period, including the interest rate on investments that may be sold or repaid in a period compared to the interest rate of new investments made during that period, may be idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends. Generally, because our portfolio consists primarily of floating rate loans, we expect our earnings to benefit from a prolonged higher rate environment.
Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under U.S. generally accepted accounting principles ("U.S. GAAP") as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees.
Dividend income on equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.
Our portfolio activity may also reflect the proceeds from sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the Consolidated Statements of Operations.
Expenses
Our primary operating expenses include the payment of the management fee, performance based incentive fee, expenses reimbursable under the Administration Agreement and Investment Advisory Agreement, legal and professional fees and other operating expenses. The management fee and performance based incentive fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments.
Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, are provided and paid for by the Adviser. We bear our allocable portion of the compensation paid by the Adviser (or its affiliates) to our Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs). We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Administration Agreement; and (iii) all other expenses of our operations and transactions including, without limitation, those relating to:
•expenses deemed to be "organization and offering expenses" for purposes of Conduct Rule 2310(a)(12) of Financial Industry Regulatory Authority (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of our stock);
•the cost of corporate and organizational expenses relating to offerings of shares of our common stock;
•the cost of calculating our net asset value, including the cost of any third-party valuation services;
•the cost of effecting any sales and repurchases of our common stock and other securities;
•fees and expenses payable under any dealer manager agreements, if any;
•debt service and other costs of borrowings or other financing arrangements;
•costs of hedging;
•expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;
•escrow agent, transfer agent and custodial fees and expenses;
•fees and expenses associated with marketing efforts;
•federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;
•U.S. federal, state and local taxes;
•independent directors' fees and expenses, including certain travel expenses;
•costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing;
•costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs);
•costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;
•commissions and other compensation payable to brokers or dealers;
•research and market data;
•fidelity bond, directors' and officers' errors and omissions liability insurance and other insurance premiums;
•direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;
•fees and expenses associated with independent audits, outside legal and consulting costs;
•costs of winding up;
•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
•extraordinary expenses (such as litigation or indemnification); and
•costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.
We expect, but cannot assure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.
Expense Deferral Agreement
On March 23, 2022, we entered into the expense deferral agreement (the "Expense Deferral Agreement") with the Adviser, under which the Adviser has agreed to incur and pay all of our expenses, other than amounts used to pay interest expense and shareholder servicing and/or distribution fees, until we met certain conditions related to amount of subscriptions it received. The expenses subject to deferral did not include expenses that (1) were previously classified as Expense Payments or Reimbursement Payments under the Expense Support Agreement and Conditional Reimbursement Agreement between us and the Adviser, or (2) Organization and Offering Expenses in excess of 1.50% of the gross offering proceeds from the sale of our securities.
On May 9, 2023, the Company and the Adviser amended the Expense Deferral Agreement to provide that the Adviser's obligation to incur and pay the Company's expenses would cease as of April 30, 2023, and that the Company would repay the expenses previously incurred by the Adviser on the Company's behalf in eighteen equal installments, upon meeting specified conditions. The first installment became an obligation of the Company on December 1, 2023, when the Company reached $1.75 billion in Net Subscriptions received from the sale of the Company's common shares, and each of the seventeen remaining installments will become an obligation of the Company for each $75.0 million in Net Subscriptions received from the sale of the Company's common shares thereafter. The Company recorded $2.0 million of expenses, of which $0.6 million related to organization and offering costs, for the year ended December 31, 2025. The Company recorded $9.3 million of expenses, of which $2.7 million related to organization costs, for the year ended December 31, 2024.
The Expense Deferral Agreement may be terminated at any time, without the payment of any penalty, by us or the Adviser, with or without notice, and will automatically terminate (i) in the event of the termination of the Investment Advisory Agreement, or (ii) if the Board makes a determination to dissolve or liquidate us. However, our obligation to repay the Adviser the expenses incurred by the Adviser on our behalf upon meeting the specified conditions will survive any termination of the agreement.
Reimbursement of Administrative Services
We will reimburse our Adviser for the administrative expenses necessary for its performance of services to us. However, such reimbursement will be made at an amount equal to the lower of our Adviser's actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. Also, such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We will not reimburse our Adviser for any services for which it receives a separate fee, for example rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of our Adviser.
Leverage
The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. On September 30, 2021, we received shareholder approval that allowed us to reduce our asset coverage ratio from 200% to 150%, effective as of October 1, 2021. As a result, we generally are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such issuance. This reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity. Our current target leverage ratio is 0.90x-1.25x.
In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.
Market Trends
We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the following factors.
Limited Availability of Capital for Technology, Specifically Enterprise Software, Companies - We believe that technology companies have limited access to capital, driven by a lack of dedicated pools of capital focused on technology companies. Traditional lenders, such as commercial and investment banks, generally do not have flexible product offerings that meet the needs of technology-related companies and there has been a reduction in activity from commercial and investment banks as a result of regulatory and structural factors, industry consolidation and general risk aversion. In recent years, many commercial and investment banks have focused their efforts and resources on lending to large corporate clients and managing capital markets transactions rather than lending to technology-related companies. In addition, these lenders may be constrained in their ability to underwrite and hold loans and high yield securities, as well as their ability to provide equity financing, as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of scaled market participants that are willing to provide and hold meaningful amounts of a customized financing solution for technology companies. As a result, we believe our focus on technology-related companies and our ability to invest across the capital structure, coupled with a limited supply of capital providers, presents an attractive opportunity to invest in technology companies.
Capital Markets Have Been Unable to Fill the Void Left by Banks -Access to the underwritten bond and syndicated loan markets is challenging for many technology companies due to loan size and liquidity. For example, high yield bonds are generally purchased by institutional investors such as mutual funds and exchange traded funds ("ETFs") who, among other things, are highly focused on the liquidity characteristics of the bond being issued in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities' initial investment decision. Syndicated loans arranged through a bank are done either on a "best efforts" basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as "flex", to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Loans provided by companies such as ours provide certainty to issuers in that we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market "flex" or other arrangements that banks may require when acting on an agency basis. In addition, our Adviser has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.
Secular Trends Supporting Growth for Private Credit - According to Gartner, a research and advisory company, global technology spend was $5.6 trillion in 2025 and is expected to grow to more than $6.2 trillion in 2026. We believe global demand for technology products and services will continue to grow rapidly, and that growth will stimulate demand for capital from technology companies which will continue to require access to capital to refinance existing debt, support growth and finance acquisitions. We believe that periods of market volatility, such as the current period of market volatility caused, in part, by uncertainty regarding inflation and interest rates, and current geopolitical conditions, have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even as the public markets remain open. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, larger higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking private solutions independent of credit market conditions. In our view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. This has driven substantial growth in direct lending portfolio companies over time. Given the dynamics mentioned above, we believe this trend is poised to continue and the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $2.7 trillion as of December 31, 2025, will continue to serve as a tailwind to the space.
Attractive Investment Dynamics - With respect to the debt investments in technology companies, we believe the directly negotiated nature of such financings generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender protective change of control provisions. Further, we believe that historical default rates for technology and software companies have been lower, and recovery rates have been higher, as compared to the broader leveraged finance market, leading to lower cumulative losses. With respect to equity and equity-linked investments, we will seek to structure these investments with meaningful shareholder protections, including, but not limited to, anti-dilution, anti-layering, and liquidation preferences, which we believe will create the potential for meaningful risk-adjusted long-term capital gains in connection with the future liquidity events of these technology companies. Lastly, we believe that in the current environment, lenders with available capital may be able to take advantage of attractive investment opportunities.
Compelling Business Models - We believe that the products and services that technology companies, and more specifically enterprise software businesses, provide often have high switching costs and are fundamental to the operations and success of their customers across diverse industries. We generally invest in scaled or growing players in niche markets that are selling mission critical products to established customer bases. As a result, technology companies with a focus on enterprise software have attributes that make them compelling investments, including strong customer retention rates, high switching costs and highly contracted cash flows which leads to recurring and predictable revenue. Further, technology companies with a focus on enterprise software are typically highly capital efficient, with limited capital expenditures and high free cash flow conversion. In addition, the replicable nature of technology products, specifically enterprise software, creates substantial operating leverage which typically results in strong profitability, lower loan to value ratios, high revenue retention, high gross margins and stable sale efficiency.
We believe that enterprise software businesses make compelling investments because they are inherently diversified into a variety of sectors due to end market applications and have been one of the more defensive sectors throughout economic cycles. Within enterprise software we currently focus on investing in application software, which represents the operating layer for core business functions; systems and infrastructure software, which is the defense layer that protects enterprise data and networks and of which cybersecurity is a large component; and fintech and payments software, which provide critical means for the global movement of capital. We believe that these categories of enterprise software play specific, functional roles that will be difficult to bypass even as
technology shifts because the need for auditability, control and data integrity will remain constant and these categories of software will provide a stable layer through which new technology is governed and executed.
Attractive Opportunities in Investments in Technology Companies - We invest in the debt and equity of technology companies. We believe that opportunities in the debt of technology companies are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. We believe that debt issued with floating interest rates offer a superior return profile as compared with fixed-rate investments, since floating rate structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment.
Senior secured debt provides strong defensive characteristics because it has priority in payment among an issuer's security holders whereby holders are due to receive payment before junior creditors and equity holders. Further, these investments are generally secured by the issuer's assets, which may provide protection in the event of a default. We also make recurring revenue loans to companies that have made a strategic decision to postpone profitability in favor of acquiring customers that will generate a high lifetime value over time. We believe that recurring revenue loans provide attractive credit characteristics including covenant protections, lower loan-to-values and/or premium pricing.
We believe that opportunities in the equity of technology companies are significant because of the potential to generate meaningful capital appreciation by participating in the growth in the portfolio company and the demand for its products and services. We find many of these opportunities are in the form of preferred equities, where there is the opportunity to invest in large, established companies through structures that protect invested capital and also offer upside opportunities. Moreover, we believe that the high-growth profile of a technology company will generally make it a more attractive candidate for a liquidity event than a company in a non-high growth industry. We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the foregoing factors.
Portfolio and Investment Activity
Our business is impacted by conditions in the financial markets and economic conditions in the United States, and to a lesser extent, globally.
During the fourth quarter of 2025, global equity and debt markets saw appreciation despite some elevated volatility in the third quarter, with U.S. equity indices reaching new all-time high while credit spreads remained relatively tight. The 10-year Treasury yield ended the quarter approximately flat quarter over quarter and down approximately 40 basis points from the beginning of the year, and the Federal Reserve cut the federal funds rate by an additional 50 basis points during the fourth quarter following a 25 basis point cut in September 2025.
During the fourth quarter of 2025 we saw a meaningful increase in origination activity and deployed $1.2 billion in new investment commitments, including $1.0 billion of new investment fundings, while repayments remained steady at $1.0 billion. We continue to focus on investing in upper middle-market enterprise software businesses that we view to be recession resistant given their mission-critical nature and highly contracted cash flows.
Blue Owl serves as the lead, co-lead or administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. As of December 31, 2025, 92.2% of our portfolio at fair value is comprised of first or second lien loans. These positions have a weighted average annual revenue of $1.13 billion, weighted average annual EBITDA of $377.3 million, and a weighted average enterprise value of $6.97 billion. As of December 31, 2025, 5.5% of our portfolio at fair value is comprised of unsecured debt and equity investments. These positions have a weighted average annual revenue of $1.87 billion and enterprise value of $11.86 billion. These statistics exclude strategic portfolio transactions, which comprise 1.4% of the book at fair value. In addition, Blue Owl's direct lending strategy continues to invest in, and is often the lead lender or administrative agent on, transactions in excess of $1 billion in size, which gives us the ability to structure the terms of such deals to maximize deal economics and credit protection and provide customized flexible solutions. The average hold size of Blue Owl's direct lending strategy's new investments is approximately $350 million (up from approximately $200 million in 2021) and average total new deal size is approximately $1.5 billion (up from approximately $600 million in 2021).
We believe that the construction of our current portfolio coupled with our experienced investment team and strong underwriting standards leave us well-positioned for the current economic environment. Many of the companies in which we invest are continuing to see modest growth in both revenues and EBITDA and our ARR loans continue to experience strong credit performance. However, in the event of further geopolitical, economic and financial market instability, in the U.S. and elsewhere, it is possible that the results of some of the middle-market companies similar to those in which we invest could be challenged.
We also believe that our portfolio companies are well positioned to evolve as a result of developments in artificial intelligence ("AI"). We remain focused on scaled companies that offer mission-critical solutions to established customer bases across diverse industries and sectors, with strong customer retention rates and high switching costs. We seek to invest in companies that offer a depth of broad, integrated solutions and product offerings across a geographic diversity and we emphasize agile, adaptable technology that enables fast integration of AI and other emerging technologies to maintain a competitive edge.
While we are not seeing a meaningful increase in amendment activity, requests for increased revolver borrowings, missed payments, downward movement in our watch list or other signs of an overall, broad deterioration in our results or those of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results. Virtually all of our payment-in-kind ("PIK") was structured as PIK from inception and not implemented as a result of credit underperformance.
We intend to leverage the expanding role that private lenders are being asked to play in the broader credit markets to evaluate cross-platform opportunities including strategic equity and accretive joint venture investments that have cash flow and credit profiles that provide consistent income. We also continue to invest in Credit SLF and specialty financing portfolio companies, including LSI Financing 1 DAC ("LSI Financing DAC"), LSI Financing LLC ("LSI Financing LLC") and Blue Owl Cross-Strategy Opportunities LLC ("BOCSO"). We formed Blue Owl Leasing LLC ("Blue Owl Leasing"), a cross-platform joint venture that invests in equipment leases and loans and in the future we may invest through other cross-platform investment vehicles. These companies may use our capital to support acquisitions which could continue to lead to increased dividend income across well-diversified underlying portfolios. In the future we may invest through additional specialty finance portfolio companies, joint ventures, partnerships or other special purpose vehicles. We formed Blue Owl Leasing, a cross-platform joint venture that invests in equipment leases and in the future we may invest through other cross-platform investment vehicles. See "Specialty Financing Portfolio Companies" and "Joint Ventures." We also intend to identify ways to participate in growth of various industries as a result of AI. In the future, we may evaluate cross-platform opportunities to invest in data center assets and AI related equipment such as graphic processing units.
Subsequent to year-end, we entered into six separate loan sale agreements to sell a portion of our portfolio company investments having an aggregate fair value of $400.0 million. See "Recent Developments - Asset Sale."
As of December 31, 2025, based on fair value, our portfolio consisted of 88.4% first lien senior debt investments (of which 51.3% we consider to be unitranche debt investments (including "last out" portions of such loans)), 4.3% second lien senior secured debt investments, 1.1% unsecured debt investments, 2.8% preferred equity investments, 1.4% specialty finance equity investments, 1.6% common equity investments and 0.4% in joint ventures.
As of December 31, 2025, our weighted average total yield of the portfolio at fair value and amortized cost was 8.7% and 8.7%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 9.0% and 8.9%, respectively. As of December 31, 2025, the weighted average spread of total debt investments was 5.1%.
As of December 31, 2025, we had investments in 190 portfolio companies with an aggregate fair value of $6.21 billion. Our current target leverage ratio is 0.90x-1.25x. As of December 31, 2025, we had net leverage of 0.75x debt-to-equity.
The table below presents our investment activity for the following periods (information presented herein is at par value unless otherwise indicated):
|
For the Year Ended December 31,
|
|||||||||||
| ($ in thousands) |
2025
|
2024
|
|||||||||
| New investment commitments: | |||||||||||
| Gross originations | $ | 4,375,015 | $ | 4,582,859 | |||||||
| Less: Sell downs | (13,410) | (14,281) | |||||||||
| Total new investment commitments | $ | 4,361,605 | $ | 4,568,578 | |||||||
| Principal amount of new investments funded: | |||||||||||
| First-lien senior secured debt investments | $ | 3,338,129 | $ | 3,922,408 | |||||||
| Second-lien senior secured debt investments | 124,465 | 14,750 | |||||||||
| Unsecured debt investments | - | 59,936 | |||||||||
| Preferred equity investments | 29,870 | 10,953 | |||||||||
| Common equity investments | 37,889 | 46 | |||||||||
| Specialty finance equity investments | 90,177 | 30,263 | |||||||||
| Joint ventures | 23,377 | 948 | |||||||||
| Total principal amount of new investments funded | $ | 3,643,907 | $ | 4,039,304 | |||||||
| Drawdowns (repayments) on revolvers and delayed draw term loans, net | $ | 266,091 | $ | - | |||||||
| Principal amount of investments sold or repaid: | |||||||||||
|
First-lien senior secured debt investments(1)
|
$ | (2,831,166) | $ | (1,987,455) | |||||||
| Second-lien senior secured debt investments | (61,359) | (101,776) | |||||||||
| Specialty finance debt investments | - | - | |||||||||
| Unsecured debt investments | - | - | |||||||||
| Preferred equity investments | (49,580) | (50,076) | |||||||||
| Common equity investments | (429) | - | |||||||||
| Specialty finance equity investments | (30,208) | (7,981) | |||||||||
| Total principal amount of investments sold or repaid | $ | (2,972,742) | $ | (2,147,288) | |||||||
|
Number of new investment commitments in new portfolio companies(2)
|
111 | 146 | |||||||||
|
Average new investment commitment amount in new portfolio companies(2)
|
$ | 31,682 | $ | 25,432 | |||||||
|
Weighted average term for new debt investment commitments (in years) |
6.1 | 5.8 | |||||||||
| Percentage of new debt investment commitments at floating rates | 98.2 | % | 98.6 | % | |||||||
| Percentage of new debt investment commitments at fixed rates | 1.8 | % | 1.4 | % | |||||||
|
Weighted average interest rate of new debt investment commitments(3)
|
8.3 | % | 9.2 | % | |||||||
| Weighted average spread over applicable base rate of new debt investment commitments at floating rates | 4.7 | % | 4.7 | % | |||||||
_______________
(1)Includes scheduled paydowns.
(2)Number of new investment commitments represents commitments to a particular portfolio company.
(3)Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 3.65% and 4.31% as of December 31, 2025 and 2024, respectively.
The table below presents our investments at amortized cost and fair value as of the following periods:
| As of December 31, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| ($ in thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||||
|
First-lien senior secured debt investments(1)
|
$ | 5,488,669 | $ | 5,484,795 | $ | 4,707,450 | $ | 4,727,263 | |||||||||||||||
| Second-lien senior secured debt investments | 283,730 | 267,441 | 175,078 | 165,292 | |||||||||||||||||||
| Unsecured debt investments | 66,248 | 66,531 | 62,158 | 62,455 | |||||||||||||||||||
|
Preferred equity investments
|
177,173 | 173,230 | 175,076 | 171,478 | |||||||||||||||||||
|
Common equity investments
|
80,256 | 101,617 | 42,558 | 52,144 | |||||||||||||||||||
|
Specialty finance equity investments
|
86,202 | 89,389 | 23,830 | 24,212 | |||||||||||||||||||
|
Joint Ventures
|
24,325 | 24,133 | 949 | 954 | |||||||||||||||||||
| Total Investments | $ | 6,206,603 | $ | 6,207,136 | $ | 5,187,099 | $ | 5,203,798 | |||||||||||||||
_______________
(1)We consider 51% and 43% of first-lien senior secured debt investments to be unitranche loans as of December 31, 2025 and 2024, respectively.
We use GICS for classifying the industry groupings of our portfolio companies. The table below presents the industry composition of investments based on fair value as of the following periods:
| As of December 31, 2025 | As of December 31, 2024 | |||||||||||||
| Aerospace & Defense | 1.3 | % | 0.9 | % | ||||||||||
| Airlines | 0.3 | % | - | % | ||||||||||
| Application Software | 15.6 | % | 12.4 | % | ||||||||||
|
Asset Based Lending and Fund Finance(1)(2)
|
0.4 | % | - | % | ||||||||||
| Banks | 0.7 | % | 1.2 | % | ||||||||||
| Beverages | 0.2 | % | 0.7 | % | ||||||||||
| Buildings & Real Estate | 1.9 | % | 1.8 | % | ||||||||||
| Building Products | 0.1 | % | 0.1 | % | ||||||||||
| Capital Markets | 1.0 | % | 0.1 | % | ||||||||||
| Commercial Services & Supplies | 1.4 | % | 3.1 | % | ||||||||||
| Construction & Engineering | 0.2 | % | 0.5 | % | ||||||||||
| Consumer Finance | 0.5 | % | 0.6 | % | ||||||||||
| Containers & Packaging | 0.4 | % | 1.0 | % | ||||||||||
| Diversified Consumer Services | 2.9 | % | 2.7 | % | ||||||||||
| Diversified Financial Services | 7.8 | % | 5.7 | % | ||||||||||
|
Diversified Telecommunication Services(1)
|
- | % | 0.3 | % | ||||||||||
| Entertainment | 1.1 | % | 1.3 | % | ||||||||||
| Equity Real Estate Investment Trusts (REITs) | 1.6 | % | 1.0 | % | ||||||||||
| Food & Staples Retailing | 2.3 | % | 3.0 | % | ||||||||||
| Food Products | 0.3 | % | 0.4 | % | ||||||||||
| Health Care Equipment & Supplies | 3.0 | % | 1.6 | % | ||||||||||
| Health Care Providers & Services | 6.1 | % | 4.2 | % | ||||||||||
| Health Care Technology | 12.4 | % | 13.0 | % | ||||||||||
| Hotels, Restaurants & Leisure | 0.7 | % | 1.0 | % | ||||||||||
| Household Products | 0.3 | % | - | % | ||||||||||
| Industrial Conglomerates | 0.8 | % | 0.7 | % | ||||||||||
| Insurance | 5.4 | % | 7.2 | % | ||||||||||
| Internet & Direct Marketing Retail | 0.5 | % | 0.5 | % | ||||||||||
| IT Services | 5.0 | % | 6.0 | % | ||||||||||
|
Joint Ventures(1)(4)
|
0.4 | % | - | % | ||||||||||
| Life Sciences Tools & Services | 2.1 | % | 2.3 | % | ||||||||||
| Machinery | 0.6 | % | 0.7 | % | ||||||||||
| Media | 0.6 | % | 0.7 | % | ||||||||||
| Multiline Retail | 0.3 | % | 0.3 | % | ||||||||||
|
Pharmaceuticals(3)
|
1.2 | % | 0.7 | % | ||||||||||
| Professional Services | 5.7 | % | 6.5 | % | ||||||||||
| Real Estate Management & Development | 0.8 | % | 1.4 | % | ||||||||||
| Specialty Retail | 0.8 | % | 0.1 | % | ||||||||||
| Systems Software | 12.6 | % | 16.1 | % | ||||||||||
| Water Utilities | 0.2 | % | 0.2 | % | ||||||||||
| Wireless Telecommunication Services | 0.5 | % | - | % | ||||||||||
| Total | 100.0 | % | 100.0 | % | ||||||||||
_______________
(1)As of December 31, 2025 and 2024, our investment balance is insignificant (if applicable).
(2)Includes investment in BOCSO. See "Note 3 - Agreements and Related Party Transactions"to our consolidated financial statements included in this Annual Report for more information regarding BOCSO.
(3)Includes investments in LSI Financing DAC and LSI Financing LLC. See "Note 3 - Agreements and Related Party Transactions"to our consolidated financial statements included in this Annual Report for more information regarding LSI Financing DAC and LSI Financing LLC.
(4)Includes equity investments in Credit SLF and Blue Owl Leasing. See "Note 4 - Investments"to our consolidated financial statements included in this Annual Report for more information regarding Credit SLF and Blue Owl Leasing.
We classify the industries of our portfolio companies by end-market (such as health care technology) and not by the product or services (such as software) directed to those end-markets.
The table below presents investments by geographic composition based on fair value as of the following periods:
| As of December 31, 2025 | As of December 31, 2024 | |||||||||||||
| United States: | ||||||||||||||
| Midwest | 13.7 | % | 16.1 | % | ||||||||||
| Northeast | 21.0 | % | 19.3 | % | ||||||||||
| South | 31.4 | % | 29.9 | % | ||||||||||
| West | 24.2 | % | 23.0 | % | ||||||||||
|
Canada
|
3.0 | % | 3.4 | % | ||||||||||
| United Kingdom | 4.1 | % | 5.3 | % | ||||||||||
|
Other international
|
2.6 | % | 3.0 | % | ||||||||||
| Total | 100.0 | % | 100.0 | % | ||||||||||
The table below presents the weighted average yields and interest rates of our investments at fair value as of the following periods:
| As of December 31, 2025 | As of December 31, 2024 | ||||||||||
|
Weighted average total yield of portfolio(1)
|
8.7 | % | 9.9 | % | |||||||
|
Weighted average total yield of debt and income producing securities(1)
|
9.0 | % | 10.0 | % | |||||||
| Weighted average interest rate of debt securities | 8.7 | % | 9.7 | % | |||||||
| Weighted average spread over base rate of all floating rate investments | 5.1 | % | 5.3 | % | |||||||
(1)For non-stated rate income producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending fair value. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized.
The weighted average yield of our accruing debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries' fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.
Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
•comparisons to other companies in the portfolio company's industry; and
•review of monthly or quarterly financial statements and financial projections for portfolio companies.
An investment will be placed on the Adviser's credit watch list when select events occur and will only be removed from the watch list with oversight of the Technology Lending Investment Committee and/or other agents of Blue Owl's Credit platform. Once an investment is on the credit watch list, the Adviser works with the borrower to resolve any financial stress through amendments, waivers or other alternatives. If a borrower defaults on its payment obligations, the Adviser's focus shifts to capital recovery. If an investment needs to be restructured, the Adviser's workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Technology Lending Investment Committee.
As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5.
This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:
| Investment Rating | Description | ||||
| 1 |
Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;
|
||||
| 2 |
Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2;
|
||||
| 3 |
Investments rated 3 involve a borrower performing below expectations and indicates that the loan's risk has increased somewhat since origination or acquisition;
|
||||
| 4 |
Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan's risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and
|
||||
| 5 | Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan's risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered. | ||||
Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3, 4 or 5, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.
The Adviser has built out its portfolio management team to include workout experts who closely monitor our portfolio companies and who, on at least a quarterly basis, assess each portfolio company's operational and liquidity exposure and outlook to understand and mitigate risks; and, on at least a monthly basis, evaluates existing and newly identified situations where operating results are deviating from expectations. As part of its monitoring process, the Adviser focuses on projected liquidity needs and where warranted, re-underwriting credits and evaluating downside and liquidation scenarios.
The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser's workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Technology Lending Investment Committee. As of December 31, 2025, one of our portfolio companies is on non-accrual. Our average annual gain/(loss) ratio is 0.03%.
The table below presents the composition of our portfolio on the 1 to 5 rating scale as of the following periods:
|
As of December 31, 2025
|
As of December 31, 2024 | |||||||||||||||||||||||||
| Investment Rating | Fair Value | Percentage |
Fair Value
|
Percentage
|
||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||
| 1 | $ | 699,497 | 11.3 | % | $ | 438,629 | 8.4 | % | ||||||||||||||||||
| 2 | 5,137,529 | 82.8 | % | 4,605,178 | 88.5 | % | ||||||||||||||||||||
| 3 | 354,593 | 5.7 | % | 159,991 | 3.1 | % | ||||||||||||||||||||
| 4 | 15,517 | 0.2 | % | - | - | % | ||||||||||||||||||||
| 5 | - | - | % | - | - | % | ||||||||||||||||||||
| Total | $ | 6,207,136 | 100.0 | % | $ | 5,203,798 | 100.0 | % | ||||||||||||||||||
The table below presents the amortized cost of our performing and non-accrual debt investments as of the following periods:
|
As of December 31, 2025
|
As of December 31, 2024
|
|||||||||||||||||||||||||
| ($ in thousands) | Amortized Cost | Percentage | Amortized Cost | Percentage | ||||||||||||||||||||||
| Performing | $ | 5,819,811 | 99.7 | % | $ | 4,944,686 | 100.0 | % | ||||||||||||||||||
| Non-accrual | 18,836 | 0.3 | % | - | - | % | ||||||||||||||||||||
| Total | $ | 5,838,647 | 100.0 | % | $ | 4,944,686 | 100.0 | % | ||||||||||||||||||
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management's judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Specialty Financing Portfolio Companies and Joint Ventures
We leverage the expanding role that private lenders are being asked to play in the broader credit markets to evaluate cross-platform opportunities including strategic equity and accretive joint venture investments that have cash flow and credit profiles that provide consistent income.
Specialty Financing Portfolio Companies
LSI Financing DAC is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, we made an initial investment in LSI Financing DAC. As of December 31, 2025, the fair value of our investment in LSI Financing DAC was $2.6 million and our total commitment was $2.7 million. We do not consolidate our equity interest in LSI Financing DAC.
LSI Financing LLC is a separately managed portfolio company formed to indirectly own royalty purchase agreements and loans in the life sciences space. On November 25, 2024, we redeemed a portion of our interest in LSI Financing DAC in exchange for common shares of LSI Financing LLC. As of December 31, 2025, the fair value of our investment in LSI Financing LLC was $61.6 million and our total commitment was $89.3 million. We do not consolidate our equity interest in LSI Financing LLC.
BOCSO was formed to invest in alternative credit assets, including ABF. ABF is a subsector of private credit focused on generating income from pools of financial, physical or other assets. As of December 31, 2025, the portfolio consists of three investments totaling $0.5 billion at cost and fair value, respectively, and ranging in cost from $24.8 million to $304.4 million and with a fair value ranging from $24.8 million to $303.9 million. The largest investment is 62% of the total cost of BOCSO's portfolio. As of December 31, 2025, the portfolio asset class composition was 62% ABF - Specialty Finance, 33% ABF - Leasing, and 5% ABF - Commercial Real Estate. We do not consolidate our equity interest in BOCSO.
Joint Ventures
On May 6, 2024, Credit SLF, a Delaware limited liability company, was formed as a joint venture between the Credit SLF Members. The Credit SLF Members co-manage Credit SLF. Credit SLF's principal purpose is to make investments in senior secured loans to middle-market companies, broadly syndicated loans and senior and subordinated notes issued by collateralized loan obligations. Credit SLF is managed by a board consisting of an equal number of representatives appointed by each Credit SLF Member and which acts unanimously. Investment decisions must be approved by Credit SLF's board. Our investment in Credit SLF is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our non-controlling interest in Credit SLF.
Refer to Exhibit 99.2for the Credit SLF Supplemental Financial Information.
On June 30, 2025, Blue Owl Leasing, a Delaware limited liability company, was formed as a joint venture between the Blue Owl Leasing Members. The Blue Owl Leasing Members co-manage Blue Owl Leasing. Blue Owl Leasing's principal purpose is to make investments in leases and loans. Investment decisions must be approved by Blue Owl Leasing. Our investment in Blue Owl Leasing is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our non-controlling interest in Blue Owl Leasing.
Refer to Exhibit 99.3for the Blue Owl Leasing Supplemental Financial Information.
Results of Operations
For a discussion of our results for the year ended December 31, 2024, compared to the year ended December 31, 2023, please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual reporton Form 10-K, filed with the SEC on March 5, 2025.
The table below presents our operating results for the following periods:
|
For the Year Ended December 31,
|
|||||||||||||||||
| ($ in thousands) |
2025
|
2024
|
$ Change
|
||||||||||||||
| Total Investment Income | $ | 585,017 | $ | 511,449 | $ | 73,568 | |||||||||||
| Less: Net operating expenses | 287,695 | 249,176 | 38,519 | ||||||||||||||
| Net Investment Income (Loss) Before Taxes | $ | 297,322 | $ | 262,273 | $ | 35,049 | |||||||||||
| Less: Excise taxes | 400 | - | 400 | ||||||||||||||
| Net Investment Income (Loss) After Taxes | $ | 296,922 | $ | 262,273 | $ | 34,649 | |||||||||||
| Net change in unrealized gain (loss) | (31,312) | (384) | (30,928) | ||||||||||||||
| Net realized gain (loss) | 18,487 | (7,271) | 25,758 | ||||||||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 284,097 | $ | 254,618 | $ | 29,479 | |||||||||||
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of investment originations and exit activity, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. For the year ended December 31, 2025, our net asset value per share decreased from $10.42 to $10.38, primarily driven by a decrease in the fair value of certain debt and equity investments due to current market conditions.
Investment Income
The table below presents investment income for the following periods:
|
For the Year Ended December 31,
|
|||||||||||||||||
| ($ in thousands) |
2025
|
2024
|
$ Change
|
||||||||||||||
| Interest income | $ | 524,084 | $ | 453,875 | $ | 70,209 | |||||||||||
| PIK interest income | 29,693 | 22,289 | 7,404 | ||||||||||||||
| PIK dividend income | 18,113 | 19,176 | (1,063) | ||||||||||||||
| Dividend income | 4,600 | 7,660 | (3,060) | ||||||||||||||
| Other income | 8,527 | 8,449 | 78 | ||||||||||||||
| Total Investment Income | $ | 585,017 | $ | 511,449 | $ | 73,568 | |||||||||||
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interest obtained in connection with originated loans, such as options, warrants, or conversion rights.
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Investment income increased by $73.6 million for year ended December 31, 2025, primarily due to an increase in interest income, as a result of an increase in our debt investment portfolio of $863.8 million, partially offset by a decrease in the weighted average interest rate of debt securities from 9.7% to 8.7% from December 31, 2024 to December 31, 2025. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. Fees and accelerated amortization received from unscheduled paydowns decreased by $2.5 million period-over-period driven by a decrease in repayment activity. PIK interest represented approximately 5.1% and 4.4% of investment income for the years ended December 31, 2025 and 2024, respectively. PIK dividend income represented approximately 3.1% and 3.7% of investment income for the years ended December 31, 2025 and 2024, respectively. Dividend income decreased by $3.1 million period-over-period, driven by a decrease in our portfolio of non-controlled, non-affiliated equity investments that pay dividends, partially offset by an increase in dividend income from non-controlled, affiliated and controlled, affiliated equity investments. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.
Expenses
The table below presents expenses for the following periods:
|
For the Year Ended December 31,
|
|||||||||||||||||
| ($ in thousands) |
2025
|
2024
|
$ Change
|
||||||||||||||
| Offering costs | $ | 1,799 | $ | 4,441 | $ | (2,642) | |||||||||||
| Interest expense | 182,809 | 155,410 | 27,399 | ||||||||||||||
| Management fees | 41,098 | 30,720 | 10,378 | ||||||||||||||
| Capital gains incentive fees | (1,337) | (957) | (380) | ||||||||||||||
| Performance based incentive fees | 42,219 | 37,332 | 4,887 | ||||||||||||||
| Professional fees | 6,326 | 7,448 | (1,122) | ||||||||||||||
| Directors' fees | 1,364 | 1,592 | (228) | ||||||||||||||
| Shareholder servicing fees | 7,459 | 5,126 | 2,333 | ||||||||||||||
| Other general and administrative | 5,958 | 8,064 | (2,106) | ||||||||||||||
| Total Operating Expenses | $ | 287,695 | $ | 249,176 | $ | 38,519 | |||||||||||
Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we reimburse the Adviser for any services performed for us by such affiliate or third party.
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Total operating expenses, increased by $38.5 million for the year ended December 31, 2025, due to increases in interest expense, management fees, and performance based incentive fees of $27.4 million, $10.4 million, and $4.9 million, respectively. The increase in total operating expenses was partially offset by decreases in offering costs, other general and administrative expenses and professional fees. These decreases in part related to a $7.3 million decrease in reimbursements made under the Expense Deferral Agreement. The increase in interest expenses was driven by an increase in average daily borrowings to $2.58 billion from $1.83 billion, partially offset by a decrease in the average interest rate to 6.8% from 8.2% period-over-period. The increase in management fees was driven by growth in the net asset value of the portfolio period-over-period. The increase in incentive fees was due to higher pre-incentive fee net investment income driven by portfolio growth.
Income Taxes, Including Excise Taxes
We have elected to be treated as a RIC under subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least the sum of (i) 90% of our investment company taxable income, as defined by the Code, and (ii) 90% of our net tax-exempt income for that taxable year. In addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the "spillover dividend" provisions of Subchapter M. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from U.S. federal income taxes at corporate rates.
Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.
For year ended December 31, 2025, we recorded $0.4 million of U.S. federal excise tax. For the year ended December 31, 2024, we recorded no U.S. federal excise tax expense.
Net Change in Unrealized Gains (Loss) on Investments
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. The table below presents the composition of the net change in unrealized gains (losses) for the following periods:
| For the Year Ended December 31, | |||||||||||||||||
| ($ in thousands) | 2025 | 2024 |
$ Change
|
||||||||||||||
| Net change in unrealized gain (loss) on investments | $ | (29,442) | $ | 106 | $ | (29,548) | |||||||||||
| Net change in translation of assets and liabilities in foreign currencies | (1,870) | (490) | (1,380) | ||||||||||||||
| Net Change in Unrealized Gain (Loss) | $ | (31,312) | $ | (384) | $ | (30,928) | |||||||||||
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
The net change in unrealized gain (loss) was primarily driven by a decrease in the fair value of our debt investments due to current market conditions, partially offset by an increase in the fair value of equity investments.
The table below presents the ten largest contributors to the change in net unrealized gain (loss) on investments for the following periods:
| Portfolio Company |
For the Year Ended December 31, 2025
|
Portfolio Company |
For the Year Ended December 31, 2024
|
|||||||||||||||||
| ($ in thousands) | ($ in thousands) | |||||||||||||||||||
| Elliott Alto Co-Investor Aggregator L.P. | $ | 5,707 | Remaining Portfolio Companies | $ | 9,603 | |||||||||||||||
| Ivanti Software, Inc. | 3,386 | Blackhawk Network Holdings, Inc. | 2,664 | |||||||||||||||||
| LSI Financing LLC | 2,937 | Dodge Construction Network LLC | 2,647 | |||||||||||||||||
| Kaseya Inc. | (2,264) | Fortra, LLC (f/k/a Help/Systems Holdings, Inc.) | 1,491 | |||||||||||||||||
| Blackhawk Network Holdings, Inc. | (2,337) | KWOL Acquisition Inc. (dba Worldwide Clinical Trials) | 1,262 | |||||||||||||||||
| PetVet Care Centers, LLC | (3,072) | Salinger Bidco Inc. (dba Surgical Information Systems) | 1,088 | |||||||||||||||||
| Plasma Buyer LLC (dba PathGroup) | (3,346) | Securonix, Inc. | (1,670) | |||||||||||||||||
| Inovalon Holdings, Inc. | (4,496) | Picard Holdco, Inc. | (1,797) | |||||||||||||||||
| Central Parent Inc. (dba CDK Global Inc.) | (5,506) | PetVet Care Centers, LLC | (1,931) | |||||||||||||||||
| Barracuda Parent, LLC | (9,957) | Ivanti Software, Inc. | (3,553) | |||||||||||||||||
| Remaining Portfolio Companies | (10,494) | Barracuda Networks, Inc. | (9,698) | |||||||||||||||||
| Total | $ | (29,442) | Total | $ | 106 | |||||||||||||||
Net Realized Gains (Losses) on Investments
The table below presents the change to the realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions during the following periods:
|
For the Year Ended December 31,
|
|||||||||||||||||
| ($ in thousands) |
2025
|
2024
|
$ Change
|
||||||||||||||
| Net realized gain (loss) on investments | $ | 15,257 | $ | (6,795) | $ | 22,052 | |||||||||||
| Net realized gain (loss) on foreign currency transactions | 3,230 | (476) | 3,706 | ||||||||||||||
| Net Realized Gain (Loss) | $ | 18,487 | $ | (7,271) | $ | 25,758 | |||||||||||
For the year ended December 31, 2025, we recognized net realized gains on investments of $15.3 million, as compared to losses of $6.8 million in the prior year period, primarily driven by the full or partial sales of investments. We realized additional gains of $3.2 million for the year ended December 31, 2025, on foreign currency transactions, primarily as a result of fluctuations in the EUR and GBP exchange rates vs. USD.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from the net proceeds of any offering of our common stock and from cash flows from interest, dividends and fees earned from our investments and principal repayments and proceeds from sales of our
investments. The primary uses of our cash are for (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying or reimbursing our Adviser), (iii) debt service, repayment and other financing costs of any borrowings and (iv) cash distributions to the holders of our shares.
We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities, enter into additional debt securitization transactions or issue additional debt securities. Additional financings could include SPV drop down facilities and unsecured notes. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%.
In addition, from time to time, we may seek to retire, repurchase, or exchange debt securities in open market purchases or by other means, including privately negotiated transactions, in each case dependent on market conditions, liquidity, contractual obligations, and other matters. The amounts involved in any such transactions, individually or in the aggregate, may be material. As of December 31, 2025 and 2024, our asset coverage ratio was 223% and 228%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitment we are required to fund. Our current target ratio is 0.90x-1.25x. For the year ended December 31, 2025, our weighted average cost of debt was 7.1%.
As of December 31, 2025, cash, taken together with our available debt capacity is expected to be sufficient for our investing activities and to conduct our operations in the near term. Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash need will come from unused net proceeds from financing activities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future. As of December 31, 2025, we had $955.0 million available under our credit facilities.
As of December 31, 2025, we had $153.2 million in cash, including foreign cash. For year ended December 31, 2025, $762.4 million in cash was used for operating activities, primarily as a result of funding portfolio investments of $2.88 billion offset by sell downs and repayments of $1.95 billion and other operating activity of $163.8 million. Lastly, cash provided by financing activities was $716.6 million during the period, which was the result of proceeds from gross borrowings on our credit facilities of $3.27 billion, offset by repayments on our credit facilities of $2.73 billion and $784.8 million of proceeds from issuance of common shares partially offset by $431.9 million of share repurchases and $165.7 million of distributions to shareholders.
Net Assets
Share Issuances
In connection with our formation, we have the authority to issue 3,000,000,000 common shares, $0.01 per share par value, 1,000,000,000 of which are classified as Class S common shares, 1,000,000,000 of which are classified as Class D common shares, and 1,000,000,000 of which are classified as Class I common shares. We are currently offering on a continuous basis up to $5,000,000,000 in any combination of amount of shares of Class S, Class D, and Class I common stock. We previously offered on a continuous basis up to $5,000,000,000 in any combination of Class S, Class D and Class I common shares.
The tables below present transactions with respect to shares of our common stock for the following periods:
|
For the Year Ended December 31, 2025
|
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| S | D | I | Total | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands, except share amounts) | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||
| Shares/gross proceeds from the continuous public offering | 22,606,707 | $ | 235,900 | 595,472 | $ | 6,177 | 11,201,554 | $ | 116,224 | 34,403,733 | $ | 358,301 | |||||||||||||||||||||||||||||||||||
| Shares/gross proceeds from the private placements | - | - | - | - | 41,167,356 | 427,759 | 41,167,356 | 427,759 | |||||||||||||||||||||||||||||||||||||||
|
Share transfer between classes(1)
|
(1,173,699) | (12,196) | - | - | 1,173,699 | 12,196 | - | - | |||||||||||||||||||||||||||||||||||||||
| Reinvestment of distributions | 3,911,732 | 40,609 | 44,798 | 465 | 9,044,524 | 93,893 | 13,001,054 | 134,967 | |||||||||||||||||||||||||||||||||||||||
| Repurchased shares | (4,268,504) | (44,274) | (79,185) | (825) | (28,011,047) | (290,602) | (32,358,736) | (335,701) | |||||||||||||||||||||||||||||||||||||||
| Total shares/gross proceeds | 21,076,236 | 220,039 | 561,085 | 5,817 | 34,576,086 | 359,470 | 56,213,407 | 585,326 | |||||||||||||||||||||||||||||||||||||||
| Sales load | - | (1,263) | - | - | - | - | - | (1,263) | |||||||||||||||||||||||||||||||||||||||
| Total Shares/Net Proceeds | 21,076,236 | $ | 218,776 | 561,085 | $ | 5,817 | 34,576,086 | $ | 359,470 | 56,213,407 | $ | 584,063 | |||||||||||||||||||||||||||||||||||
_______________
(1) In certain cases, and subject to Blue Owl Securities LLC's (d/b/a Blue Owl Securities) (the "Dealer Manager") approval, including in situations where a holder of Class S or Class D shares exits a relationship with a participating broker-dealer for this offering and does not enter into a new relationship with a participating broker-dealer for this offering, such holder's shares may be exchanged into an equivalent net asset value amount of Class I shares.
|
For the Year Ended December 31, 2024
|
|||||||||||||||||||||||||||||||||||||||||||||||
| S | D | I | Total | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands, except share amounts) | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||
| Shares/gross proceeds from the continuous public offering | 30,800,629 | $ | 322,990 | 276,187 | $ | 2,882 | 13,500,557 | $ | 140,880 | 44,577,373 | $ | 466,752 | |||||||||||||||||||||||||||||||||||
| Shares/gross proceeds from the private placements | - | - | - | - | 74,134,380 | 773,453 | 74,134,380 | 773,453 | |||||||||||||||||||||||||||||||||||||||
|
Share transfer between classes(1)
|
(1,167,663) | (12,157) | (1,310,646) | (13,605) | 2,478,309 | 25,762 | - | - | |||||||||||||||||||||||||||||||||||||||
| Reinvestment of distributions | 2,621,198 | 27,338 | 43,345 | 451 | 7,317,157 | 76,314 | 9,981,700 | 104,103 | |||||||||||||||||||||||||||||||||||||||
| Repurchased shares | (2,871,479) | (29,934) | (82,373) | (858) | (18,260,842) | (190,363) | (21,214,694) | (221,155) | |||||||||||||||||||||||||||||||||||||||
| Total shares/gross proceeds | 29,382,685 | 308,237 | (1,073,487) | (11,130) | 79,169,561 | 826,046 | 107,478,759 | 1,123,153 | |||||||||||||||||||||||||||||||||||||||
| Sales load | - | (1,717) | - | - | - | - | - | (1,717) | |||||||||||||||||||||||||||||||||||||||
| Total Shares/Net Proceeds | 29,382,685 | $ | 306,520 | (1,073,487) | $ | (11,130) | 79,169,561 | $ | 826,046 | 107,478,759 | $ | 1,121,436 | |||||||||||||||||||||||||||||||||||
_______________
(1) In certain cases, and subject to Blue Owl Securities LLC's (d/b/a Blue Owl Securities) (the "Dealer Manager") approval, including in situations where a holder of Class S or Class D shares exits a relationship with a participating broker-dealer for this offering and does not enter into a new relationship with a participating broker-dealer for this offering, such holder's shares may be exchanged into an equivalent net asset value amount of Class I shares.
In accordance with our share pricing policy, we will modify our public offering prices to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that we will not sell shares at a net offering price below the net asset value per share unless we obtain the requisite approval from our shareholders.
The changes to our offering price per share since the commencement of our continuous public offering and associated effective dates of such changes were as follows:
|
For the Year Ended December 31, 2025
|
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| S | D | I | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effective Date | Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(1)
|
Maximum Offering Price (per share) | Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(2)
|
Maximum Offering Price (per share) | Net Offering Price (per share) | Maximum Upfront Sales Load (per share) | Maximum Offering Price (per share) | |||||||||||||||||||||||||||||||||||||||||||||||
| January 2, 2025 | $ | 10.42 | $ | - | $ | 10.42 | $ | 10.42 | $ | - | $ | 10.42 | $ | 10.42 | $ | - | $ | 10.42 | ||||||||||||||||||||||||||||||||||||||
| February 3, 2025 | $ | 10.43 | $ | - | $ | 10.43 | $ | 10.43 | $ | - | $ | 10.43 | $ | 10.43 | $ | - | $ | 10.43 | ||||||||||||||||||||||||||||||||||||||
| March 3, 2025 | $ | 10.39 | $ | - | $ | 10.39 | $ | 10.39 | $ | - | $ | 10.39 | $ | 10.39 | $ | - | $ | 10.39 | ||||||||||||||||||||||||||||||||||||||
| April 1, 2025 | $ | 10.34 | $ | - | $ | 10.34 | $ | 10.34 | $ | - | $ | 10.34 | $ | 10.34 | $ | - | $ | 10.34 | ||||||||||||||||||||||||||||||||||||||
| May 1, 2025 | $ | 10.31 | $ | - | $ | 10.31 | $ | 10.31 | $ | - | $ | 10.31 | $ | 10.31 | $ | - | $ | 10.31 | ||||||||||||||||||||||||||||||||||||||
| June 2, 2025 | $ | 10.35 | $ | - | $ | 10.35 | $ | 10.35 | $ | - | $ | 10.35 | $ | 10.35 | $ | - | $ | 10.35 | ||||||||||||||||||||||||||||||||||||||
| July 1, 2025 | $ | 10.37 | $ | - | $ | 10.37 | $ | 10.37 | $ | - | $ | 10.37 | $ | 10.37 | $ | - | $ | 10.37 | ||||||||||||||||||||||||||||||||||||||
| August 1, 2025 | $ | 10.37 | $ | - | $ | 10.37 | $ | 10.37 | $ | - | $ | 10.37 | $ | 10.37 | $ | - | $ | 10.37 | ||||||||||||||||||||||||||||||||||||||
| September 2, 2025 | $ | 10.37 | $ | - | $ | 10.37 | $ | 10.37 | $ | - | $ | 10.37 | $ | 10.37 | $ | - | $ | 10.37 | ||||||||||||||||||||||||||||||||||||||
| October 1, 2025 | $ | 10.42 | $ | - | $ | 10.42 | $ | 10.42 | $ | - | $ | 10.42 | $ | 10.42 | $ | - | $ | 10.42 | ||||||||||||||||||||||||||||||||||||||
| November 3, 2025 | $ | 10.40 | $ | - | $ | 10.40 | $ | 10.40 | $ | - | $ | 10.40 | $ | 10.40 | $ | - | $ | 10.40 | ||||||||||||||||||||||||||||||||||||||
| December 1, 2025 | $ | 10.40 | $ | - | $ | 10.40 | $ | 10.40 | $ | - | $ | 10.40 | $ | 10.40 | $ | - | $ | 10.40 | ||||||||||||||||||||||||||||||||||||||
_______________
(1)Maximum potential upfront sales load per share on Class S shares that can be charged by financial intermediaries is 3.5% of the net offering price.
(2)Maximum potential upfront sales load per share on Class D shares that can be charged by financial intermediaries is 1.5% of the net offering price.
|
For the Year Ended December 31, 2024
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| S | D | I | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effective Date | Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(1)
|
Maximum Offering Price (per share) | Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(2)
|
Maximum Offering Price (per share) | Net Offering Price (per share) | Maximum Upfront Sales Load (per share) | Maximum Offering Price (per share) | |||||||||||||||||||||||||||||||||||||||||||||||
| January 2, 2024 | $ | 10.38 | $ | - | $ | 10.38 | $ | 10.38 | $ | - | $ | 10.38 | $ | 10.38 | $ | - | $ | 10.38 | ||||||||||||||||||||||||||||||||||||||
| February 1, 2024 | $ | 10.39 | $ | - | $ | 10.39 | $ | 10.39 | $ | - | $ | 10.39 | $ | 10.39 | $ | - | $ | 10.39 | ||||||||||||||||||||||||||||||||||||||
| March 1, 2024 | $ | 10.40 | $ | - | $ | 10.40 | $ | 10.40 | $ | - | $ | 10.40 | $ | 10.40 | $ | - | $ | 10.40 | ||||||||||||||||||||||||||||||||||||||
| April 1, 2024 | $ | 10.44 | $ | - | $ | 10.44 | $ | 10.44 | $ | - | $ | 10.44 | $ | 10.44 | $ | - | $ | 10.44 | ||||||||||||||||||||||||||||||||||||||
| May 1, 2024 | $ | 10.45 | $ | - | $ | 10.45 | $ | 10.45 | $ | - | $ | 10.45 | $ | 10.45 | $ | - | $ | 10.45 | ||||||||||||||||||||||||||||||||||||||
| June 3, 2024 | $ | 10.47 | $ | - | $ | 10.47 | $ | 10.47 | $ | - | $ | 10.47 | $ | 10.47 | $ | - | $ | 10.47 | ||||||||||||||||||||||||||||||||||||||
| July 1, 2024 | $ | 10.42 | $ | - | $ | 10.42 | $ | 10.42 | $ | - | $ | 10.42 | $ | 10.42 | $ | - | $ | 10.42 | ||||||||||||||||||||||||||||||||||||||
| August 1, 2024 | $ | 10.43 | $ | - | $ | 10.43 | $ | 10.43 | $ | - | $ | 10.43 | $ | 10.43 | $ | - | $ | 10.43 | ||||||||||||||||||||||||||||||||||||||
| September 3, 2024 | $ | 10.44 | $ | - | $ | 10.44 | $ | 10.44 | $ | - | $ | 10.44 | $ | 10.44 | $ | - | $ | 10.44 | ||||||||||||||||||||||||||||||||||||||
| October 1, 2024 | $ | 10.43 | $ | - | $ | 10.43 | $ | 10.43 | $ | - | $ | 10.43 | $ | 10.43 | $ | - | $ | 10.43 | ||||||||||||||||||||||||||||||||||||||
| November 1, 2024 | $ | 10.44 | $ | - | $ | 10.44 | $ | 10.44 | $ | - | $ | 10.44 | $ | 10.44 | $ | - | $ | 10.44 | ||||||||||||||||||||||||||||||||||||||
| December 2, 2024 | $ | 10.45 | $ | - | $ | 10.45 | $ | 10.45 | $ | - | $ | 10.45 | $ | 10.45 | $ | - | $ | 10.45 | ||||||||||||||||||||||||||||||||||||||
_______________
(1)Maximum potential upfront sales load per share on Class S shares that can be charged by financial intermediaries is 3.5% of the net offering price.
(2)Maximum potential upfront sales load per share on Class D shares that can be charged by financial intermediaries is 1.5% of the net offering price.
Distributions
Subject to our Board's discretion, we intend to authorize and declare monthly distribution amounts per share of common stock, payable monthly in arrears.
The tables below present cash distributions per share that were declared for the following periods:
|
For the Year Ended December 31, 2025
|
||||||||||||||||||||||||||||||||||||||
|
Declaration Date(1)
|
Record Date
|
Payment Date
|
Distribution Per Share(2)
|
Distribution Amount(3)
|
||||||||||||||||||||||||||||||||||
|
($ in thousands, except per share amounts)
|
S | D | I | |||||||||||||||||||||||||||||||||||
| November 5, 2024 | January 31, 2025 | February 25, 2025 | $ | 0.074775 | $ | 4,907 | $ | 116 | $ | 16,780 | ||||||||||||||||||||||||||||
| February 18, 2025 | February 28, 2025 | March 25, 2025 | 0.074775 | 5,136 | 117 | 17,249 | ||||||||||||||||||||||||||||||||
| February 18, 2025 | March 31, 2025 | April 24, 2025 | 0.074775 | 5,219 | 120 | 17,539 | ||||||||||||||||||||||||||||||||
| February 18, 2025 | March 31, 2025 | April 24, 2025 | 0.020000 | 1,555 | 33 | 4,691 | ||||||||||||||||||||||||||||||||
| February 18, 2025 | April 30, 2025 | May 23, 2025 | 0.074775 | 5,440 | 122 | 17,769 | ||||||||||||||||||||||||||||||||
| May 6, 2025 | May 31, 2025 | June 25, 2025 | 0.074775 | 5,592 | 131 | 18,086 | ||||||||||||||||||||||||||||||||
| May 6, 2025 | June 30, 2025 | July 24, 2025 | 0.074775 | 5,609 | 132 | 17,469 | ||||||||||||||||||||||||||||||||
| May 6, 2025 | June 30, 2025 | July 24, 2025 | 0.010000 | 832 | 18 | 2,337 | ||||||||||||||||||||||||||||||||
| May 6, 2025 | July 31, 2025 | August 25, 2025 | 0.074775 | 5,693 | 148 | 17,621 | ||||||||||||||||||||||||||||||||
| August 5, 2025 | August 29, 2025 | September 26, 2025 | 0.074775 | 5,834 | 149 | 17,993 | ||||||||||||||||||||||||||||||||
| August 5, 2025 | September 30, 2025 | October 24, 2025 | 0.074775 | 5,928 | 144 | 17,864 | ||||||||||||||||||||||||||||||||
| August 5, 2025 | September 30, 2025 | October 24, 2025 | 0.010000 | 879 | 20 | 2,389 | ||||||||||||||||||||||||||||||||
| August 5, 2025 | October 31, 2025 | November 26, 2025 | 0.074775 | 6,004 | 145 | 18,305 | ||||||||||||||||||||||||||||||||
| November 4, 2025 | November 28, 2025 | December 23, 2025 | 0.074775 | 6,099 | 148 | 18,624 | ||||||||||||||||||||||||||||||||
| November 4, 2025 | December 31, 2025 | January 28, 2026 | 0.074775 | 6,120 | 149 | 18,837 | ||||||||||||||||||||||||||||||||
| Total | $ | 0.937300 | $ | 70,847 | $ | 1,692 | $ | 223,553 | ||||||||||||||||||||||||||||||
(1)On November 4, 2025, the Company's board of directors declared a distribution of $0.074775 per share, payable on or before February 28, 2026, to shareholders of record as of January 30, 2026.
(2)Distributions per share are gross of shareholder servicing fees.
(3)Distribution amounts are presented net of shareholder servicing fees.
|
For the Year Ended December 31, 2024
|
||||||||||||||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date |
Distribution Per Share(1)
|
Distribution Amount(2)
|
||||||||||||||||||||||||||||||||||
|
($ in thousands, except per share amounts)
|
S |
D
|
I | |||||||||||||||||||||||||||||||||||
| November 20, 2023 | January 31, 2024 | February 23, 2024 | $ | 0.074775 | $ | 2,870 | $ | 92 | $ | 10,742 | ||||||||||||||||||||||||||||
| February 21, 2024 | February 29, 2024 | March 22, 2024 | 0.074775 | 3,035 | 95 | 11,459 | ||||||||||||||||||||||||||||||||
| February 21, 2024 | March 29, 2024 | April 23, 2024 | 0.074775 | 3,126 | 95 | 11,897 | ||||||||||||||||||||||||||||||||
| February 21, 2024 | March 29, 2024 | April 23, 2024 | 0.030000 | 1,394 | 39 | 4,773 | ||||||||||||||||||||||||||||||||
| February 21, 2024 | April 30, 2024 | May 22, 2024 | 0.074775 | 3,379 | 97 | 13,017 | ||||||||||||||||||||||||||||||||
| May 7, 2024 | May 31, 2024 | June 26, 2024 | 0.074775 | 3,579 | 97 | 13,714 | ||||||||||||||||||||||||||||||||
| May 7, 2024 | June 28, 2024 | July 24, 2024 | 0.074775 | 3,752 | 98 | 14,677 | ||||||||||||||||||||||||||||||||
| May 7, 2024 | June 28, 2024 | July 24, 2024 | 0.030000 | 1,671 | 40 | 5,889 | ||||||||||||||||||||||||||||||||
| May 7, 2024 | July 31, 2024 | August 22, 2024 | 0.074775 | 4,006 | 98 | 15,253 | ||||||||||||||||||||||||||||||||
| August 6, 2024 | August 30, 2024 | September 25, 2024 | 0.074775 | 4,245 | 103 | 15,741 | ||||||||||||||||||||||||||||||||
| August 6, 2024 | September 30, 2024 | October 24, 2024 | 0.074775 | 4,376 | 103 | 15,857 | ||||||||||||||||||||||||||||||||
| August 6, 2024 | September 30, 2024 | October 24, 2024 | 0.030000 | 1,948 | 43 | 6,362 | ||||||||||||||||||||||||||||||||
| August 6, 2024 | October 31, 2024 | November 26, 2024 | 0.074775 | 4,469 | 109 | 16,211 | ||||||||||||||||||||||||||||||||
| November 5, 2024 | November 29, 2024 | December 23, 2024 | 0.074775 | 4,643 | 112 | 16,554 | ||||||||||||||||||||||||||||||||
| November 5, 2024 | December 31, 2024 | January 27, 2025 | 0.074775 | 4,696 | 109 | 16,250 | ||||||||||||||||||||||||||||||||
| November 5, 2024 | December 31, 2024 | January 27, 2025 | 0.030000 | 2,097 | 45 | 6,520 | ||||||||||||||||||||||||||||||||
| Total | $ | 1.017300 | $ | 53,286 | $ | 1,375 | $ | 194,916 | ||||||||||||||||||||||||||||||
(1)Distributions per share are gross of shareholder servicing fees.
(2)Distribution amounts are net of shareholder servicing fees.
During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a shareholder's investment rather than a return of earnings or gains derived from our investment activities. Each year, a statement on Form 1099-DIV identifying the tax character of the distributions will be mailed to our shareholders. The tax character of the distributions are not determined until our taxable year end.
We have adopted a distribution reinvestment plan which was amended and restated on May 6, 2024. The amended and restated distribution reinvestment plan provides for reinvestment of any cash distributions on behalf of shareholders who have enrolled in the distribution reinvestment plan. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have enrolled in the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution. We expect to use newly issued shares to implement the distribution reinvestment plan.
We may fund our cash distributions to shareholders from any source of funds available to us, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment. In no event, however, will funds be advanced or borrowed for the purpose of distributions, if the amount of such distributions would exceed our accrued and received revenues for the previous four quarters, less paid and accrued operating expenses with respect to such revenues and costs.
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions.
The tables below presents the source of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock for the following periods:
|
For the Year Ended December 31, 2025
|
||||||||||||||||||||||||||||||||||||||||||||||||||
| S | D | I | Total | |||||||||||||||||||||||||||||||||||||||||||||||
|
Source of Distribution
|
Per Share(1)
|
Amount |
Per Share(1)
|
Amount |
Per Share(1)
|
Amount |
Per Share(1)
|
Amount | ||||||||||||||||||||||||||||||||||||||||||
|
($ in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net investment income(2)(3)
|
$ | 0.936222 | $ | 71,030 | $ | 0.936861 | $ | 1,697 | $ | 0.934328 | $ | 224,195 | $ | 0.935460 | $ | 296,922 | ||||||||||||||||||||||||||||||||||
|
Net realized gain on investments(3)
|
0.054010 | 4,911 | 0.054448 | 112 | 0.054083 | 13,464 | 0.054064 | 18,487 | ||||||||||||||||||||||||||||||||||||||||||
| Excess (undistributed) | (0.052932) | (5,094) | (0.054009) | (117) | (0.051111) | (14,106) | (0.052224) | (19,317) | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 0.937300 | $ | 70,847 | $ | 0.937300 | $ | 1,692 | $ | 0.937300 | $ | 223,553 | $ | 0.937300 | $ | 296,092 | ||||||||||||||||||||||||||||||||||
(1)Distributions per share are gross of shareholder servicing fees.
(2)Net investment income per share is gross of shareholder servicing fees.
(3)The per share data was derived using actual shares outstanding at the date of the relevant transaction.
|
For the Year Ended December 31, 2024
|
||||||||||||||||||||
|
Source of Distribution(2)
|
Per Share(1)
|
Amount |
Percentage
|
|||||||||||||||||
|
($ in thousands, except per share amounts)
|
||||||||||||||||||||
| Net investment income | $ | 1.046878 | $ | 262,273 | 105.1 | % | ||||||||||||||
| Net realized gain (loss) on investments | (0.023535) | (6,795) | (2.7) | % | ||||||||||||||||
|
Excess (undistributed)
|
(0.006043) | (5,901) | (2.4) | % | ||||||||||||||||
| Total | $ | 1.017300 | $ | 249,577 | 100.0 | % | ||||||||||||||
_______________
(1)Distributions per share are gross of shareholder servicing fees.
(2)Data in this table is presented on a consolidated basis. Refer to "Note 12 - Financial Highlights"in our consolidated financial statements included in this Annual Report for amounts by share class.
Share Repurchases
The Board has complete discretion to determine whether we will engage in any share repurchase, and if so, the terms of such repurchase. At the discretion of our Board, we may use cash on hand, cash available from borrowings, and cash from the sale of our investments as of the end of the applicable period to repurchase shares.
We have commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow its shareholders to tender their shares at a price equal to the net offering price per share for the applicable class of shares on each date of repurchase. All shares purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares. We intend to limit the number of shares to be repurchased in each quarter to no more than 5.00% of its outstanding shares of common stock.
Any periodic repurchase offers are subject in part to our available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While we intend to continue to conduct periodic repurchase offers as described above, we are not required to do so and may suspend or terminate the share repurchase program at any time.
The tables below present our share repurchase activity as of the following periods:
| For the Year Ended December 31, 2025 | ||||||||||||||||||||||||||||||||
| Offer Date | Class | Tender Offer Expiration | Tender Offer | Purchase Price per Share | Shares Repurchased | |||||||||||||||||||||||||||
|
($ in thousands, except per share and share amounts)
|
||||||||||||||||||||||||||||||||
| February 26, 2025 | I | March 31, 2025 | $ | 82,728 | $ | 10.34 | 8,000,727 | |||||||||||||||||||||||||
| February 26, 2025 | S | March 31, 2025 | 15,662 | $ | 10.34 | 1,514,802 | ||||||||||||||||||||||||||
| February 26, 2025 | D | March 31, 2025 | 147 | $ | 10.34 | 14,197 | ||||||||||||||||||||||||||
| May 23, 2025 | I | June 30, 2025 | 130,914 | $ | 10.37 | 12,624,263 | ||||||||||||||||||||||||||
| May 23, 2025 | S | June 30, 2025 | 16,306 | $ | 10.37 | 1,572,626 | ||||||||||||||||||||||||||
| August 26, 2025 | I | September 30, 2025 | 76,960 | $ | 10.42 | 7,386,057 | ||||||||||||||||||||||||||
| August 26, 2025 | S | September 30, 2025 | 12,306 | $ | 10.42 | 1,181,076 | ||||||||||||||||||||||||||
| August 26, 2025 | D | September 30, 2025 | 678 | $ | 10.42 | 64,988 | ||||||||||||||||||||||||||
| Total | $ | 335,701 | 32,358,736 | |||||||||||||||||||||||||||||
Pursuant to an offer to purchase dated November 26, 2025, as amended on December 23, 2025, which expired on January 8, 2026, we repurchased approximately 10,327,702 shares of Class S shares common stock, 988,298 shares of Class D common stock and 40,025,443 shares of Class I common stock. See "- Recent Developments - Shares Repurchases."
|
For the Year Ended December 31, 2024
|
||||||||||||||||||||||||||||||||
| Offer Date | Class | Tender Offer Expiration | Tender Offer | Purchase Price per Share | Shares Repurchased | |||||||||||||||||||||||||||
|
($ in thousands, except per share and share amounts)
|
||||||||||||||||||||||||||||||||
| February 27, 2024 | I | March 29, 2024 | $ | 13,250 | $ | 10.44 | 1,269,118 | |||||||||||||||||||||||||
| February 27, 2024 | S | March 29, 2024 | 1,958 | $ | 10.44 | 187,558 | ||||||||||||||||||||||||||
| May 23, 2024 | I | June 28, 2024 | 26,086 | $ | 10.42 | 2,503,435 | ||||||||||||||||||||||||||
| May 23, 2024 | S | June 28, 2024 | 11,239 | $ | 10.42 | 1,078,644 | ||||||||||||||||||||||||||
| May 23, 2024 | D | June 28, 2024 | 169 | $ | 10.42 | 16,239 | ||||||||||||||||||||||||||
| August 26, 2024 | I | September 30, 2024 | 62,456 | $ | 10.43 | 5,988,126 | ||||||||||||||||||||||||||
| August 26, 2024 | S | September 30, 2024 | 9,797 | $ | 10.43 | 939,242 | ||||||||||||||||||||||||||
| August 26, 2024 | D | September 30, 2024 | 28 | $ | 10.43 | 2,726 | ||||||||||||||||||||||||||
| November 26, 2024 | I | December 31, 2024 | 88,571 | $ | 10.42 | 8,500,163 | ||||||||||||||||||||||||||
| November 26, 2024 | S | December 31, 2024 | 6,940 | $ | 10.42 | 666,035 | ||||||||||||||||||||||||||
| November 26, 2024 | D | December 31, 2024 | 661 | $ | 10.42 | 63,408 | ||||||||||||||||||||||||||
|
Total
|
$ | 221,155 | 21,214,694 | |||||||||||||||||||||||||||||
Debt
Aggregate Borrowings
The tables below present our debt obligations as of the following periods(2):
| As of December 31, 2025 | ||||||||||||||||||||||||||||||||
|
($ in thousands)
|
Aggregate Principal Committed | Outstanding Principal |
Amount Available(1)
|
Unamortized Debt Issuance Costs | Net Carrying Value | |||||||||||||||||||||||||||
| Revolving Credit Facility | $ | 1,050,000 | $ | 294,565 | $ | 755,435 | $ | (7,735) | $ | 286,830 | ||||||||||||||||||||||
| SPV Asset Facility I | 750,000 | 497,000 | 66,742 | (5,626) | 491,374 | |||||||||||||||||||||||||||
| SPV Asset Facility II | 500,000 | 320,250 | 78,842 | (3,589) | 316,661 | |||||||||||||||||||||||||||
| SPV Asset Facility III | 550,000 | 550,000 | - | (6,929) | 543,071 | |||||||||||||||||||||||||||
| SPV Asset Facility IV | 750,000 | 629,500 | 53,978 | (5,840) | 623,660 | |||||||||||||||||||||||||||
| Athena CLO III | 270,000 | 270,000 | - | (2,188) | 267,812 | |||||||||||||||||||||||||||
| Series 2023A Notes | 100,000 | 100,000 | - | (207) | 99,793 | |||||||||||||||||||||||||||
| Series 2023B-A Notes | 100,000 | 100,000 | - | (552) | 99,448 | |||||||||||||||||||||||||||
| Series 2023B-B Notes | 75,000 | 75,000 | - | (293) | 74,707 | |||||||||||||||||||||||||||
| Total Debt | $ | 4,145,000 | $ | 2,836,315 | $ | 954,997 | $ | (32,959) | $ | 2,803,356 | ||||||||||||||||||||||
_______________
(1)The amount available reflects any limitations related to each credit facility's borrowing base.
(2)Refer to "Note 5-Debt" to our consolidated financial statements included in this Annual Report for more information on our present debt obligations.
| As of December 31, 2024 | ||||||||||||||||||||||||||||||||
|
($ in thousands)
|
Aggregate Principal Committed | Outstanding Principal |
Amount Available(1)
|
Unamortized Debt Issuance Costs | Net Carrying Value | |||||||||||||||||||||||||||
| Revolving Credit Facility | $ | 1,000,000 | $ | 499,989 | $ | 500,011 | $ | (9,507) | $ | 490,482 | ||||||||||||||||||||||
| SPV Asset Facility I | 750,000 | 445,000 | 33,009 | (7,303) | 437,697 | |||||||||||||||||||||||||||
| SPV Asset Facility II | 500,000 | 475,000 | 25,000 | (4,528) | 470,472 | |||||||||||||||||||||||||||
| SPV Asset Facility III | 550,000 | 315,000 | 82,551 | (4,743) | 310,257 | |||||||||||||||||||||||||||
| Athena CLO III | 270,000 | 270,000 | - | (2,366) | 267,634 | |||||||||||||||||||||||||||
| Series 2023A Notes | 100,000 | 100,000 | - | (612) | 99,388 | |||||||||||||||||||||||||||
| Series 2023B-A Notes | 100,000 | 100,000 | - | (733) | 99,267 | |||||||||||||||||||||||||||
| Series 2023B-B Notes | 75,000 | 75,000 | - | (575) | 74,425 | |||||||||||||||||||||||||||
| Total Debt | $ | 3,345,000 | $ | 2,279,989 | $ | 640,571 | $ | (30,367) | $ | 2,249,622 | ||||||||||||||||||||||
_______________
(1)The amount available reflects any collateral related limitations at the Company level related to each credit facility's borrowing base.
The table below presents the components of interest expense for the following periods:
|
For the Year Ended December 31,
|
|||||||||||
|
($ in thousands)
|
2025 |
2024
|
|||||||||
| Interest expense | $ | 175,480 | $ | 149,918 | |||||||
| Amortization of debt issuance costs | 7,329 | 5,492 | |||||||||
| Total Interest Expense | $ | 182,809 | $ | 155,410 | |||||||
|
Average interest rate (1)
|
6.8 | % | 8.2 | % | |||||||
|
Average daily borrowings (1)
|
$ | 2,583,282 | $ | 1,833,469 | |||||||
(1)Averages are calculated based on annualized amounts.
The table below presents information about our senior securities as of the following periods:
_______________
| Class and Period |
Total Amount Outstanding Exclusive of Treasury Securities(1)
($ in millions)
|
Asset Coverage per Unit(2)
|
Involuntary Liquidating Preference per Unit(3)
|
Average Market Value per Unit(4)
|
||||||||||||||||||||||
| Revolving Credit Facility | ||||||||||||||||||||||||||
| December 31, 2025 | $ | 294.6 | $ | 2,234.4 | - | N/A | ||||||||||||||||||||
| December 31, 2024 | 500.0 | 2,277.1 | - | N/A | ||||||||||||||||||||||
| December 31, 2023 | 541.4 | 2,353.7 | - | N/A | ||||||||||||||||||||||
| December 31, 2022 | 415.2 | 1,958.8 | - | N/A | ||||||||||||||||||||||
| December 31, 2021 | - | - | - | N/A | ||||||||||||||||||||||
| SPV Asset Facility I | ||||||||||||||||||||||||||
| December 31, 2025 | $ | 497.0 | $ | 2,234.4 | - | N/A | ||||||||||||||||||||
| December 31, 2024 | 445.0 | 2,277.1 | - | N/A | ||||||||||||||||||||||
| December 31, 2023 | 550.0 | 2,353.7 | - | N/A | ||||||||||||||||||||||
| December 31, 2022 | 614.0 | 1,958.8 | - | N/A | ||||||||||||||||||||||
| December 31, 2021 | - | - | - | N/A | ||||||||||||||||||||||
| SPV Asset Facility II | ||||||||||||||||||||||||||
| December 31, 2025 | $ | 320.3 | $ | 2,234.4 | - | N/A | ||||||||||||||||||||
| December 31, 2024 | 475.0 | 2,277.1 | - | N/A | ||||||||||||||||||||||
| December 31, 2023 | - | 2,353.7 | - | N/A | ||||||||||||||||||||||
|
SPV Asset Facility III
|
||||||||||||||||||||||||||
| December 31, 2025 | $ | 550.0 | $ | 2,234.4 | - | N/A | ||||||||||||||||||||
| December 31, 2024 | 315.0 | 2,277.1 | - | N/A | ||||||||||||||||||||||
| SPV Asset Facility IV | ||||||||||||||||||||||||||
| December 31, 2025 | $ | 629.5 | $ | 2,234.4 | - | N/A | ||||||||||||||||||||
| Athena CLO III | ||||||||||||||||||||||||||
| December 31, 2025 | $ | 270.0 | $ | 2,234.4 | - | N/A | ||||||||||||||||||||
| December 31, 2024 | 270.0 | 2,277.1 | - | N/A | ||||||||||||||||||||||
| Series 2023A Notes | ||||||||||||||||||||||||||
| December 31, 2025 | $ | 100.0 | $ | 2,234.4 | - | N/A | ||||||||||||||||||||
| December 31, 2024 | 100.0 | 2,277.1 | - | N/A | ||||||||||||||||||||||
| December 31, 2023 | 100.0 | 2,353.7 | - | N/A | ||||||||||||||||||||||
| Series 2023B-A Notes | ||||||||||||||||||||||||||
| December 31, 2025 | $ | 100.0 | $ | 2,234.4 | - | N/A | ||||||||||||||||||||
| December 31, 2024 | 100.0 | 2,277.1 | - | N/A | ||||||||||||||||||||||
| December 31, 2023 | 100.0 | 2,353.7 | - | N/A | ||||||||||||||||||||||
| Series 2023B-B Notes | ||||||||||||||||||||||||||
| December 31, 2025 | $ | 75.0 | $ | 2,234.4 | - | N/A | ||||||||||||||||||||
| December 31, 2024 | 75.0 | 2,277.1 | - | N/A | ||||||||||||||||||||||
| December 31, 2023 | 75.0 | 2,353.7 | - | N/A | ||||||||||||||||||||||
|
Promissory Note(5)
|
||||||||||||||||||||||||||
| December 31, 2021 | $ | - | $ | - | - | N/A | ||||||||||||||||||||
(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The "-"in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable because the senior securities are not registered for public trading.
(5)The promissory note was terminated in June 2022.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments in the form of revolving credit, delayed draw, or equity commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. We had the following outstanding commitments as of the following periods:
|
($ in thousands)
|
As of December 31, 2025
|
As of December 31, 2024
|
||||||||||||
| Total unfunded revolving loan commitments | $ | 364,759 | $ | 249,744 | ||||||||||
| Total unfunded delayed draw loan commitments | 459,339 | 294,241 | ||||||||||||
| Total unfunded debt commitments | $ | 824,098 | $ | 543,985 | ||||||||||
| Total unfunded specialty finance equity commitments | $ | 31,038 | $ | 446 | ||||||||||
|
Total unfunded other equity commitments
|
3,977 | - | ||||||||||||
| Total unfunded equity commitments | $ | 35,015 | $ | 446 | ||||||||||
|
Total Unfunded Commitments
|
$ | 859,113 | $ | 544,431 | ||||||||||
We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the 150% asset coverage limitation. As of December 31, 2025, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.
Organizational and Offering Costs
The table below presents the total amount of organization and offering costs, inclusive of organization and offering costs deferred under the expense deferral agreement, incurred by the Adviser and its affiliates since inception and charged to us as of the following dates:
|
As of December 31, 2025
|
As of December 31, 2024
|
|||||||||||||
| ($ in thousands) | ||||||||||||||
|
Organizational and offering costs incurred by the Adviser
|
$ | 4,936 | $ | 4,769 | ||||||||||
|
Organizational and offering costs charged to the Company(1)
|
4,936 | 3,039 | ||||||||||||
_______________
(1)As of December 31, 2025, $3.8 million relates to offering costs and $1.1 million relates to organizational costs. The organizational costs were incurred by the Adviser prior to the Company meeting the first installment of the Expense Deferral Agreement. The organizational costs were subsequently incurred in the Consolidated Statements of Operations as professional fees and other general and administrative as the Company met the expense deferral installments applicable for those periods.
Under the Investment Advisory Agreement, there will be no liability on the Company's part for the offering or organization costs funded by the Adviser or its affiliates until the Company has satisfied the minimum offering requirement. At such time, the Adviser will be entitled to receive up to 1.5% of gross offering proceeds raised in the Company's continuous public offering until all organization and offering costs funded by the Adviser or its affiliates have been recovered.
Other Commitments and Contingencies
From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of December 31, 2025, management was not aware of any material pending or threatened litigation.
Expense Deferral Agreement
Our Adviser has agreed to incur and pay certain expenses pursuant to the Expense Deferral Agreement prior to April 30, 2023. We will be obligated to reimburse the aggregate amount of expenses previously paid by the Adviser in eighteen equal installments, upon meeting specified conditions.
The table below presents the total amount of expenses incurred by the Adviser on our behalf and as of the following periods:
| As of December 31, 2025 | As of December 31, 2024 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Expenses incurred by the Adviser | $ | 7,679 | $ | 7,679 | ||||||||||
|
Organizational and offering costs incurred by the Adviser
|
4,299 | 4,299 | ||||||||||||
|
Total Expenses Incurred by the Adviser
|
$ | 11,978 | $ | 11,978 | ||||||||||
The first installment became an obligation of ours on December 1, 2023, when we reached $1.75 billion in Net Subscriptions received from the sale of our common shares, and each of the seventeen remaining installments will become an obligation of ours for each $75.0 million in Net Subscriptions received from the sale of our common shares thereafter.
The table below presents the amounts, the number of installments and the amount we became obligated to reimburse the Adviser for the following periods:
|
For the Year Ended
|
||||||||||||||
|
December 31, 2025
|
December 31, 2024
|
|||||||||||||
| ($ in thousands) | ||||||||||||||
|
Number of installments met by the Company
|
3 | 14 | ||||||||||||
| Expenses reimbursed to the Adviser | $ | 1,428 | $ | 6,666 | ||||||||||
|
Organizational and offering costs reimbursed to the Adviser
|
568 | 2,651 | ||||||||||||
|
Total Expense Reimbursed to the Adviser
|
$ | 1,996 | $ | 9,317 | ||||||||||
As of March 31, 2025, we met the final installment under the expense deferral agreement and as of December 31, 2025 there were no expenses remaining. As of December 31, 2024, the total remaining expenses under the expense deferral agreement were $2.0 million, which represents the equivalent of three remaining installments. As of December 31, 2025, Net Subscriptions received from the sale of our common shares were $3.2 billion. See "Note 3 -Agreements and Related Party Transactions."
Contractual Obligations
The table below presents a summary of our contractual payment obligations under our credit facilities and notes as of December 31, 2025:
| Payments Due by Period | |||||||||||||||||||||||||||||
| ($ in thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | ||||||||||||||||||||||||
| Revolving Credit Facility | $ | 294,565 | $ | - | $ | - | $ | 294,565 | $ | - | |||||||||||||||||||
| SPV Asset Facility I | 497,000 | - | - | 497,000 | - | ||||||||||||||||||||||||
| SPV Asset Facility II | 320,250 | - | - | 320,250 | - | ||||||||||||||||||||||||
| SPV Asset Facility III | 550,000 | - | - | - | 550,000 | ||||||||||||||||||||||||
| SPV Asset Facility IV | 629,500 | - | - | - | 629,500 | ||||||||||||||||||||||||
| Athena CLO III | 270,000 | - | - | - | 270,000 | ||||||||||||||||||||||||
| Series 2023A Notes | 100,000 | 100,000 | - | - | - | ||||||||||||||||||||||||
| Series 2023B-A Notes | 100,000 | - | - | 100,000 | - | ||||||||||||||||||||||||
| Series 2023B-B Notes | 75,000 | - | 75,000 | - | - | ||||||||||||||||||||||||
| Total Contractual Obligations | $ | 2,836,315 | $ | 100,000 | $ | 75,000 | $ | 1,211,815 | $ | 1,449,500 | |||||||||||||||||||
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
•the Investment Advisory Agreement;
•the Administration Agreement;
•the Expense Deferral Agreement;
•the Dealer Manager Agreement; and
•the License Agreement.
In addition to the aforementioned agreements, we, our Adviser and certain of its affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
Additionally, we invest in Credit SLF and Blue Owl Leasing, which are controlled affiliated investments, as defined in the 1940 Act and we invest in LSI Financing DAC and LSI Financing LLC, and BOCSO which are non-controlled affiliated investments, as defined in the 1940 Act. Refer to "Note 3 - Agreements and Related Party Transactions" and"Note 4 - Investments"to our consolidated financial statements included in this Annual Report for further details.
Critical Accounting Policies
The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors in "ITEM 1A. - RISK FACTORS."
Investments at Fair Value
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as our valuation designee to perform fair value determinations relating to the value of assets held by us for which market quotations are not readily available.
Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by our Adviser, as the valuation designee, based on, among other things, independent third-party valuation firm(s) engaged at the direction of our Adviser.
As part of the valuation process, the Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of our investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company's debt and equity), the nature and realizable value of any collateral, the portfolio company's ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company's securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee considers whether the pricing indicated by the external event corroborates its valuation.
Our Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:
•With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;
•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser's valuation committee;
•Preliminary valuation conclusions are documented and discussed with the Adviser's valuation committee;
•Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
•Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board's attention.
We conduct this valuation process on a quarterly basis.
We apply ASC 820, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
•Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, the Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, our Adviser, as the valuation designee, or the independent valuation firm(s), review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
We apply the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. We do not currently use derivatives. Rule 18f-4 exempts BDCs that qualify as "limited derivatives users" from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC's derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate
the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently qualify as a "limited derivatives user" and expect to continue to do so. We adopted a derivatives policy and comply with Rule 18f-4's recordkeeping requirements.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization and accretion of discounts or premiums. Certain investments may have contractual payment-in-kind ("PIK") interest or dividends, the majority of which is structured at initial underwriting. PIK interest or dividends represent accrued interest or dividends that are added to the principal amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a certain liquidation event. Discounts to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. Premiums to par value on securities purchased are amortized to first call date. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. If at any point we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management's judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Distributions
We have elected to be treated for U.S. federal income tax purposes, and qualify annually thereafter, as a RIC under subchapter M of the Code. To obtain and maintain our tax treatment as a RIC, we must timely distribute (or be deemed to distribute) in each taxable year to our shareholders at least the sum of:
•90% of our investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and
•90% of our net tax-exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) for such taxable year.
As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal tax on investment company taxable income and net capital gains that we distribute to our shareholders.
We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to U.S. federal income tax at corporate rates. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions, and pay the U.S. federal excise tax as described below.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) during each calendar year an amount at least equal to the sum of:
•98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;
•98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and
•certain undistributed amounts from previous years in which we paid no U.S. federal income tax.
While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed. In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.
We intend to pay monthly distributions to our shareholders out of assets legally available for distribution. All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.
To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.
With respect to distributions we have adopted a distribution reinvestment plan which was amended and restated on May 6, 2024. The amended and restated distribution reinvestment plan provides for reinvestment of any cash distributions on behalf of shareholders who have enrolled in the distribution reinvestment plan. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have enrolled in the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution. We expect to use newly issued shares to implement the distribution reinvestment plan.
Income Taxes
We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2021, and continue to qualify for tax treatment as a RIC. So long as we maintain our tax treatment as a RIC, we generally will not pay U.S. federal income taxes on any ordinary income or capital gains that we distribute at least annually to our shareholders as distributions. Rather, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements. However, we will be subject to U.S. federal income tax imposed at corporate rates on any income, including capital gains, not distributed (or deemed distributed) to our stockholders.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we generally must distribute to our shareholders, for each taxable year, at least (i) 90% of our "investment company taxable income" for that year, which is generally our net ordinary income plus the excess, if any, of our realized net short-term capital gains over our realized net long-term capital losses and (ii) our net tax-exempt income. In order for us to not be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. excise tax on this income.
We evaluate tax positions taken or expected to be taken in the course of preparing our consolidated financial statements to determine whether the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority. Tax positions not deemed to meet the "more-likely-than-not" threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2025. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.
Recent Developments
Distribution
On February 18, 2026, our Board approved a distribution of $0.074775 per share, payable on or before March 31, 2026, to the shareholders of record as of February 27, 2026, a distribution of $0.074775 per share, payable on or before April 30, 2026, to the shareholders of record as of March 31, 2026, and a distribution of $0.074775 per share, payable on or before May 31, 2026, to the shareholders of record as of April 30, 2026.
Raise Proceeds
Subsequent to December 31, 2025 and through March 3, 2026, we have issued approximately 823,418 shares of our Class S common stock, approximately 5,731,059 shares of our Class I common stock and 16,885 shares of our Class D common stock and have raised total gross proceeds of approximately $8.6 million, $59.0 million, and $0.2 million, respectively.
Asset Sale
On February 18, 2026, we entered into six separately negotiated loan sale agreements with certain purchasers ("Purchasers") totaling $400.0 million in debt investment commitments, each relating to the disposition of a portion of our portfolio company investments (each, a "Subject Portfolio" and collectively, the "Subject Portfolios"). Excluding unfunded commitments, the aggregate fair value of the Subject Portfolios as of February 12, 2026 was $344.0 million, equivalent to 99.6% of par value. The Subject Portfolios consist of 98.6% first-lien investments and 1.4% unsecured investments and include investments in 60 portfolio companies across 26 industries. 98.6% of investments in the Subject Portfolios are floating rate and 100% of investments in the Subject Portfolios are 1- or 2-rated on our 5-point internal investment ratings scale. The Subject Portfolios have an average investment size of $5.7 million and a weighted average spread of 5.0% and consist of partial sales representing approximately 13% of our investments in each underlying portfolio company as of December 31, 2025. The settlement of the sales of such portfolio company investments is expected to be completed in the first quarter of 2026. We intend to use the proceeds from the loan sale agreements to repay indebtedness. Pro forma for the transaction, we are expected to have cash, undrawn debt capacity and liquid loans in excess of $1.6 billion as of January 31, 2026.
Each Purchaser is a financing vehicle or fund owned by a leading public pension or insurance investor (each, an "Institutional Investor"). Some of the Institutional Investors are investors in funds managed by affiliates of the Adviser; however, each Institutional Investor made its own independent investment decision in connection with its purchase of a Subject Portfolio. Additionally, certain affiliates of the Adviser have agreed to provide the Purchasers or their parent entities with non-discretionary advisory services in connection with the Subject Portfolios.
Share Repurchases
Pursuant to an offer to purchase (the "Offer") dated November 26, 2025, as amended on December 23, 2025, we offered to purchase up to 65,771,325 shares of our issued and outstanding Class S common stock, Class D common stock and Class I common stock at a price equal to the net offering price per share, as of December 31, 2025, of each share tendered pursuant to the Offer.
The Offer expired at 11:59 P.M., Eastern Time, on January 8, 2026, and approximately 10,327,702 shares of Class S common stock, 988,298 shares of Class D common stock and 40,025,443 shares of Class I common stock were validly tendered and not withdrawn pursuant to the Offer as of such date.
On January 26, 2026, we determined that, as of December 31, 2025, the net offering prices per share of our Class S common stock, Class D common stock and Class I common stock were $10.38 per share, $10.38 per share and $10.38 per share, respectively and we purchased all validly tendered and not withdrawn shares for approximately $107.2 million, $10.3 million and $415.5 million respectively. The aggregate purchase price for all shares repurchased pursuant to the Offer was approximately $533.0 million, which represented the value of 15.6% of the aggregate number of the Company's shares outstanding as of September 30, 2025.
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