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What changed in Blue Owl Technology Finance Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Blue Owl Technology Finance Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+1647 added−2186 removedSource: 10-K (2026-02-18) vs 10-K (2025-03-06)

Top changes in Blue Owl Technology Finance Corp.'s 2025 10-K

1647 paragraphs added · 2186 removed · 148 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

1 edited+83 added−639 removed0 unchanged
Biggest changeIn addition, to qualify for RIC tax treatment, the Company generally must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses.
Biggest changeFederal Income Tax Considerations .” The Annual Distribution Requirement for a RIC generally will be satisfied if we distribute to our shareholders on an annual basis at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short term capital gains over realized net long term capital losses.
Removed
Item 1. Consolidated Financial Statements Blue Owl Technology Finance Corp.
Added
In addition, a RIC may, in certain cases, satisfy the Annual 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.
Removed
Consolidated Statements of Assets and Liabilities (Amounts in thousands, except share and per share amounts) December 31, 2024 December 31, 2023 Assets Investments at fair value Non-controlled, non-affiliated investments (amortized cost of $5,921,172 and $5,841,371, respectively) $ 5,892,773 $ 5,793,420 Non-controlled, affiliated investments (amortized cost of $435,706 and $296,593, respectively) 407,303 272,093 Controlled, affiliated investments (amortized cost of $76,243 and $75,262, respectively) 107,390 66,509 Total investments at fair value (amortized cost of $6,433,121 and $6,213,226, respectively) 6,407,466 6,132,022 Cash 252,964 469,011 Foreign cash (cost of $4,040 and $6, respectively) 4,036 6 Interest receivable 45,838 44,188 Dividend income receivable 1,929 5,842 Prepaid expenses and other assets 10,388 1,114 Total Assets $ 6,722,621 $ 6,652,183 Liabilities Debt (net of unamortized debt issuance costs of $37,495 and $35,064, respectively) $ 2,914,509 $ 2,947,329 Management fee payable 14,687 14,252 Distribution payable 70,998 76,883 Incentive fee payable 11,133 17,915 Payables to affiliates 1,903 1,119 Payable for investments purchased 52,796 24,163 Accrued expenses and other liabilities 31,445 40,528 Total Liabilities $ 3,097,471 $ 3,122,189 Commitments and contingencies (Note 7) Net Assets Common shares $0.01 par value, 500,000,000 shares authorized; 212,155,118 and 207,252,229 shares issued and outstanding, respectively $ 2,122 $ 2,073 Additional paid-in-capital 3,352,211 3,280,766 Accumulated undistributed (overdistributed) earnings 270,817 247,155 Total Net Assets $ 3,625,150 $ 3,529,994 Total Liabilities and Net Assets $ 6,722,621 $ 6,652,183 Net Asset Value Per Share $ 17.09 $ 17.03 The accompanying notes are an integral part of these consolidated financial statements.
Added
We would be subject to U.S. federal income tax imposed at regular corporate rates on retained income and/or gains, including any short term capital gains or long term capital gains. We also must make distributions to satisfy the Excise Tax Avoidance Requirement and avoid a 4% excise tax on certain undistributed income.
Removed
Consolidated Statements of Operations (Amounts in thousands, except share and per share amounts) For the Years Ended December 31, 2024 2023 2022 Investment Income Investment income from non-controlled, non-affiliated investments: Interest income $ 521,185 $ 527,597 $ 364,184 Payment-in-kind interest income 104,904 112,991 93,728 Dividend income 1,627 1,692 78 Payment-in-kind dividend income 28,667 24,671 20,032 Other income 6,370 4,590 5,416 Total investment income from non-controlled, non-affiliated investments 662,753 671,541 483,438 Investment income from non-controlled, affiliated investments: Interest income 921 — — Payment-in-kind interest income 1,528 — — Dividend income 7,060 1,553 66 Payment-in-kind dividend income 11,703 10,720 11,341 Other income 42 — — Total investment income from non-controlled, affiliated investments 21,254 12,273 11,407 Investment income from controlled, affiliated investments: Dividend income 27 — — Total investment income from controlled, affiliated investments 27 — — Total Investment Income 684,034 683,814 494,845 Expenses Interest expense $ 192,739 $ 195,527 $ 136,518 Management fees 56,705 58,353 55,767 Incentive fees 35,474 41,015 8,689 Professional fees 6,496 8,168 7,361 Directors' fees 1,034 1,031 1,061 Other general and administrative 5,981 4,441 4,338 Total Expenses 298,429 308,535 213,734 Net Investment Income (Loss) Before Taxes 385,605 375,279 281,111 Income tax expense (benefit), including excise tax expense (benefit) 11,463 9,129 7,868 Net Investment Income (Loss) After Taxes 374,142 366,150 273,243 Net Change in Unrealized Gain (Loss) Non-controlled, non-affiliated investments $ 15,635 $ 13,730 $ (266,558) Non-controlled, affiliated investments (3,905) (20,376) (20,451) Controlled, affiliated investments 39,900 (11) (8,511) Income tax (provision) benefit (3) — — Translation of assets and liabilities in foreign currencies (263) 3,126 488 Total Net Change in Unrealized Gain (Loss) 51,364 (3,531) (295,032) Net Realized Gain (Loss): Non-controlled, non-affiliated investments $ (88,542) $ 8,207 $ 4,217 Non-controlled, affiliated investments (15,696) — 36,975 Foreign currency transactions (2,043) (1,687) (404) Total Net Realized Gain (Loss) (106,281) 6,520 40,788 Total Net Realized and Change in Unrealized Gain (Loss) $ (54,917) $ 2,989 $ (254,244) F-5 Blue Owl Technology Finance Corp.
Added
Because we may use debt financing, we are subject to (i) an asset coverage ratio requirement under the 1940 Act and may, in the future, be subject to (ii) certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirements.
Removed
Consolidated Statements of Operations (Amounts in thousands, except share and per share amounts) Net Increase (Decrease) in Net Assets Resulting from Operations $ 319,225 $ 369,139 $ 18,999 Earnings (Loss) Per Share - Basic and Diluted $ 1.52 $ 1.80 $ 0.09 Weighted Average Shares Outstanding - Basic and Diluted 209,770,414 205,005,236 201,368,005 The accompanying notes are an integral part of these consolidated financial statements.
Added
If we are unable to obtain cash from other sources, or choose or are required to retain a portion of our taxable income or gains, we could (1) be required to pay excise taxes and (2) fail to qualify for RIC tax treatment.
Removed
Consolidated Schedule of Investments As of December 31, 2024 (Amounts in thousands, except share amounts) Company(1)(7)(17)(19) Investment Interest Maturity Date Par / Units Amortized Cost(4)(5) Fair Value Percentage of Net Assets Non-controlled/non-affiliated portfolio company investments Debt Investments Aerospace & defense ManTech International Corporation(6)(9)(13) First lien senior secured loan S+ 5.00% 09/2029 6,988 6,988 6,988 0.2 % Peraton Corp.(3)(6)(9)(13) Second lien senior secured loan S+ 7.75% 02/2029 84,551 83,762 68,148 1.9 % 90,750 75,136 2.1 % Application Software AI Titan Parent, Inc.
Added
The income source requirement will be satisfied if we obtain at least 90% of our annual income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” (as that term is defined in the Code)or other income derived from the business of investing in stock or securities.
Removed
(dba Prometheus Group)(6)(8)(13) First lien senior secured loan S+ 4.75% 08/2031 22,642 22,423 22,415 0.6 % AlphaSense, Inc.(6)(9)(13) First lien senior secured loan S+ 6.25% 06/2029 27,383 27,132 27,110 0.7 % Anaplan, Inc.(6)(9)(13) First lien senior secured loan S+ 5.25% 06/2029 50,696 50,596 50,696 1.4 % Armstrong Bidco Limited(6)(11)(13)(14)(22) First lien senior secured GBP term loan SA+ 5.25% 06/2029 £ 8,086 9,775 10,077 0.3 % Artifact Bidco, Inc.
Added
In addition, we are required to satisfy certain asset diversification requirements at the end of each quarter of our taxable year.
Removed
(dba Avetta)(6)(9)(13) First lien senior secured loan S+ 4.50% 07/2031 15,982 15,907 15,902 0.4 % Avalara, Inc.(6)(9)(13) First lien senior secured loan S+ 6.25% 10/2028 9,091 8,994 9,091 0.3 % Boxer Parent Company Inc. (f/k/a BMC)(3)(6)(9)(13) First lien senior secured loan S+ 3.75% 07/2031 10,000 9,977 10,074 0.3 % Catalis Intermediate, Inc.
Added
Specifically, to satisfy these requirements (1) at least 50% of the value of our assets must consist of cash, cash items (including receivables), U.S. government securities, securities of other RICs, and other securities, if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and (2) no more than 25% of the value of our assets may be invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) the securities, other than the securities of other RICs, of two or more issuers that are controlled by us and which are determined, under applicable Treasury regulations, to be engaged in the same or similar or related trades or businesses, or (iii) the securities of certain “qualified publicly traded partnerships (as that term is defined in the Code).” Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status.
Removed
(fka GovBrands Intermediate, Inc.)(6)(9)(13)(14) First lien senior secured loan S+ 5.50% 08/2027 78,766 77,760 76,477 2.1 % CivicPlus, LLC(6)(9)(13)(14) First lien senior secured loan S+ 5.75% 08/2027 68,151 67,813 68,151 1.9 % Coupa Holdings, LLC(6)(9)(13) First lien senior secured loan S+ 5.25% 02/2030 781 781 781 — % CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(6)(10)(13) Unsecured notes S+ 11.75% PIK 06/2034 46,503 45,760 46,503 1.3 % Diamondback Acquisition, Inc.
Added
Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.
Removed
(dba Sphera)(6)(8)(13) First lien senior secured loan S+ 5.50% 09/2028 75,864 74,948 75,485 2.1 % Fullsteam Operations, LLC(6)(9)(13)(14) First lien senior secured loan S+ 8.25% 11/2029 15,407 15,003 15,407 0.4 % Fullsteam Operations, LLC(6)(9)(13)(14) First lien senior secured delayed draw term loan S+ 7.00% 11/2029 969 915 961 — % Gainsight, Inc.(6)(9)(13)(14) First lien senior secured loan S+ 6.00% 07/2027 70,687 70,190 70,687 1.9 % Granicus, Inc.(6)(9)(13) First lien senior secured loan S+ 5.75% (2.25% PIK) 01/2031 1,960 1,943 1,960 0.1 % Granicus, Inc.(6)(9)(13) First lien senior secured delayed draw term loan S+ 5.25% (2.25% PIK) 01/2031 290 288 287 — % GS Acquisitionco, Inc.
Added
If we fail to qualify for or maintain RIC tax treatment for any reason, and certain cure provisions are not applicable, we would be subject to U.S. federal income tax imposed at corporate rates on all of our taxable income (including our net capital gains).
Removed
(dba insightsoftware)(6)(9)(13)(14) First lien senior secured loan S+ 5.25% 05/2028 52,817 52,654 52,413 1.4 % JS Parent, Inc.
Added
We would not be able to deduct distributions to our shareholders, nor would they be required to be made. The resulting taxes could substantially reduce our net assets, the amount of income available for distribution, and the amount of our distributions.
Removed
(dba Jama Software)(6)(9)(13) First lien senior secured loan S+ 5.00% 04/2031 13,642 13,579 13,642 0.4 % Magnet Forensics, LLC (f/k/a Grayshift, LLC)(6)(8)(13)(22) First lien senior secured loan S+ 5.00% 07/2028 27,761 27,731 27,761 0.8 % Ministry Brands Holdings, LLC(6)(8)(13)(14) First lien senior secured loan S+ 5.50% 12/2028 8,224 8,120 8,163 0.2 % Simpler Postage, Inc.
Added
We may invest in certain debt and equity investments through subsidiaries that are classified as corporations for U.S. federal income tax purposes,and the net taxable income of these taxable subsidiaries will be subject to U.S. federal income and state and local taxes imposed at corporate rates.
Removed
(dba Easypost)(6)(8)(13)(14) First lien senior secured loan S+ 8.00% 06/2029 19,215 18,328 18,322 0.5 % F-7 Blue Owl Technology Finance Corp. Consolidated Schedule of Investments As of December 31, 2024 (Amounts in thousands, except share amounts) Company(1)(7)(17)(19) Investment Interest Maturity Date Par / Units Amortized Cost(4)(5) Fair Value Percentage of Net Assets Tamarack Intermediate, L.L.C.
Added
We may invest in certain foreign debt and equity investments, which could be subject to foreign taxes (such as income tax, withholding, and value added taxes). We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
Removed
(dba Verisk 3E)(6)(9)(13)(14) First lien senior secured loan S+ 5.75% 03/2028 12,117 11,964 12,056 0.3 % Velocity HoldCo III Inc.
Added
For U.S. federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash.
Removed
(dba VelocityEHS)(6)(9)(13) First lien senior secured loan S+ 5.50% 04/2027 40,208 39,802 40,208 1.1 % XPLOR T1, LLC(6)(9)(13) First lien senior secured loan S+ 3.50% 06/2031 4,988 4,988 5,025 0.1 % Zendesk, Inc.(6)(9)(13) First lien senior secured loan S+ 5.00% 11/2028 52,903 52,170 52,903 1.5 % 729,541 732,557 20.1 % Banks Finastra USA, Inc.(6)(9)(13)(14)(22) First lien senior secured loan S+ 7.25% 09/2029 76,194 75,417 76,194 2.1 % 75,417 76,194 2.1 % Building products EET Buyer, Inc.
Added
For example, since we will likely hold debt obligations that are treated under applicable tax 68 rules as having OID (such as debt instruments with PIK, secondary market purchases of debt securities at a discount to par, interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year.
Removed
(dba e-Emphasys)(6)(9)(13)(14) First lien senior secured loan S+ 4.75% 11/2027 56,056 55,678 56,056 1.5 % 55,678 56,056 1.5 % Buildings & Real Estate Associations Finance, Inc.(13)(25) Unsecured notes 14.25% PIK 05/2030 19,978 19,845 19,978 0.6 % Associations, Inc.(6)(9)(13)(14) First lien senior secured loan S+ 6.50% 07/2028 51,699 51,649 51,699 1.4 % 71,494 71,677 2.0 % Commercial Services & Supplies SimpliSafe Holding Corporation(6)(8)(13)(14) First lien senior secured loan S+ 6.25% 05/2028 904 893 904 — % Pye-Barker Fire & Safety, LLC(6)(9)(13)(14) First lien senior secured loan S+ 4.50% 05/2031 18,740 18,638 18,693 0.5 % Pye-Barker Fire & Safety, LLC(6)(9)(13)(14) First lien senior secured revolving loan S+ 4.50% 05/2030 341 329 334 — % 19,860 19,931 0.5 % Consumer Finance Klarna Holding AB(6)(9)(13) Subordinated Floating Rate Notes S+ 7.00% 04/2034 32,667 32,667 32,667 0.9 % 32,667 32,667 0.9 % Diversified Consumer Services Icefall Parent, Inc.
Added
We may also have to include in income other amounts that we have not yet received in cash, such as unrealized appreciation for foreign currency forward contracts and deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock.
Removed
(dba EngageSmart)(6)(8)(13) First lien senior secured loan S+ 6.50% 01/2030 12,783 12,557 12,783 0.4 % Litera Bidco LLC(6)(8)(13)(14) First lien senior secured loan S+ 5.00% 05/2028 130,589 129,990 130,263 3.6 % Relativity ODA LLC(6)(8)(13) First lien senior secured loan S+ 4.50% 05/2029 92,129 91,781 91,899 2.5 % 234,328 234,945 6.5 % Diversified Financial Services AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(14)(25) First lien senior secured loan 12.00% PIK 07/2030 2,507 2,490 2,507 0.1 % AAM Series 2.1 Aviation Feeder, LLC(13)(14)(25) First lien senior secured loan 12.00% PIK 11/2030 2,534 2,534 2,534 0.1 % Blackhawk Network Holdings, Inc.(3)(6)(8)(13) First lien senior secured loan S+ 5.00% 03/2029 59,700 58,613 60,363 1.7 % BTRS HOLDINGS INC.
Added
Furthermore, we may invest in non-U.S. corporations (or other non-U.S. entities treated as corporations for U.S. federal income tax purposes) that could be treated under the Code and U.S.
Removed
(dba Billtrust)(6)(9)(13)(14) First lien senior secured loan S+ 7.25% 12/2028 944 924 941 — % F-8 Blue Owl Technology Finance Corp. Consolidated Schedule of Investments As of December 31, 2024 (Amounts in thousands, except share amounts) Company(1)(7)(17)(19) Investment Interest Maturity Date Par / Units Amortized Cost(4)(5) Fair Value Percentage of Net Assets Computer Services, Inc.
Added
Treasury regulations as “passive foreign investment companies” and/or “controlled foreign corporations.” The rules relating to investment in these types of non-U.S. entities are designed to limit deferral and generally require the current inclusion of income derived by the entity. In certain circumstances, this could require us to recognize income where we do not receive a corresponding payment in cash.
Removed
(dba CSI)(6)(9)(13)(14) First lien senior secured loan S+ 5.25% 11/2029 7,443 7,398 7,443 0.2 % Computer Services, Inc.
Added
Unrealized appreciation on derivatives, such as foreign currency forward contracts, may be included in taxable income while the receipt of cash may occur in a subsequent period when the related contract expires. Any unrealized depreciation on investments that the foreign currency forward contracts are designed to hedge are not currently deductible for tax purposes.
Removed
(dba CSI)(6)(9)(13) First lien senior secured loan S+ 4.75% 11/2029 26,592 26,463 26,459 0.7 % Hg Genesis 8 Sumoco Limited(6)(11)(13)(22) Unsecured facility SA+ 7.00% PIK 09/2027 £ 16,420 20,996 20,565 0.6 % Hg Genesis 9 SumoCo Limited(6)(12)(13)(22) Unsecured facility E+ 6.25% PIK 03/2029 € 9,187 10,055 9,513 0.3 % Hg Saturn Luchaco Limited(6)(11)(13)(22) Unsecured facility SA+ 7.50% PIK 03/2026 £ 38,430 48,784 48,130 1.3 % Minotaur Acquisition, Inc.
Added
This can result in increased taxable income whereby we may not have sufficient cash to pay distributions or we may opt to retain such taxable income and pay U.S. federal income or excise tax. In such cases we could still rely upon the “spillover provisions” to maintain RIC tax treatment.
Removed
(dba Inspira Financial)(6)(8)(13)(14) First lien senior secured loan S+ 5.00% 06/2030 61,704 61,090 61,396 1.7 % NMI Acquisitionco, Inc.
Added
We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to receipt of cash.
Removed
(dba Network Merchants)(6)(8)(13)(14) First lien senior secured loan S+ 5.00% 09/2028 24,357 24,283 24,357 0.7 % Smarsh Inc.(6)(9)(13)(14) First lien senior secured loan S+ 5.75% 02/2029 49,714 49,350 49,714 1.4 % Smarsh Inc.(6)(8)(13)(14) First lien senior secured revolving loan S+ 5.75% 02/2029 177 174 177 — % 313,154 314,099 8.8 % Entertainment Aerosmith Bidco 1 Limited (dba Audiotonix)(6)(8)(13)(22) First lien senior secured loan S+ 5.25% 07/2031 120,979 119,493 120,676 3.3 % 119,493 120,676 3.3 % Equity Real Estate Investment Trusts (REITs) Storable, Inc.(3)(6)(8)(13) First lien senior secured loan S+ 3.50% 04/2028 4,974 4,944 5,004 0.1 % 4,944 5,004 0.1 % Food & Staples Retailing IRI Group Holdings, Inc.
Added
Further, we may elect to amortize market discounts with respect to debt securities acquired in the secondary market and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes.
Removed
(f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))(6)(8)(13) First lien senior secured loan S+ 5.00% 12/2028 24,292 24,292 24,292 0.7 % IRI Group Holdings, Inc. (f/k/a Circana Group, L.P.
Added
Because any OID or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even if we will not have received any corresponding cash amount.
Removed
(f/k/a The NPD Group, L.P.))(6)(9)(13)(14) First lien senior secured revolving loan S+ 5.00% 12/2027 302 302 302 — % 24,594 24,594 0.7 % Health Care Providers & Services KWOL Acquisition Inc.
Added
As a result, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, make a partial share distribution, or forgo new investment opportunities for this purpose.
Removed
(dba Worldwide Clinical Trials)(6)(9)(13) First lien senior secured loan S+ 4.75% 12/2029 22,668 22,300 22,668 0.6 % PetVet Care Centers, LLC(6)(8)(13) First lien senior secured loan S+ 6.00% 11/2030 38,858 38,514 37,206 1.0 % 60,814 59,874 1.6 % Health Care Technology BCPE Osprey Buyer, Inc.
Added
If we are not able to obtain cash from other sources, and choose not to make a qualifying share distribution, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax imposed at corporate rates.
Removed
(dba PartsSource)(6)(9)(13) First lien senior secured loan S+ 5.75% 08/2028 114,142 113,042 112,715 3.1 % BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(8)(13)(14) First lien senior secured delayed draw term loan S+ 5.75% 08/2028 10,467 10,165 10,282 0.3 % BCPE Osprey Buyer, Inc.
Added
General Risk Factors Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy. We and our portfolio companies are subject to regulation by laws at the local, state, and federal levels.
Removed
(dba PartsSource)(6)(8)(13)(14) First lien senior secured revolving loan S+ 5.75% 08/2026 8,155 8,085 8,002 0.2 % CT Technologies Intermediate Holdings, Inc.
Added
These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the current U.S. Presidential administration, and new laws, regulations and interpretations could also come into effect.
Removed
(& Smart Holdings Corp.) (dba Datavant)(6)(8)(13) First lien senior secured loan S+ 5.00% 08/2031 58,027 57,705 57,882 1.6 % GI Ranger Intermediate, LLC (dba Rectangle Health)(6)(9)(13)(14) First lien senior secured loan S+ 6.00% 10/2028 26,955 26,602 26,483 0.7 % GI Ranger Intermediate, LLC (dba Rectangle Health)(6)(9)(13)(14) First lien senior secured revolving loan S+ 6.00% 10/2027 258 237 219 — % F-9 Blue Owl Technology Finance Corp.
Added
Any new or changed laws or regulations could have a material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term. A single political party currently controls both the executive and legislative branches of government, which increases the likelihood that legislation may be adopted that could significantly affect the regulation of U.S. financial markets.
Removed
Consolidated Schedule of Investments As of December 31, 2024 (Amounts in thousands, except share amounts) Company(1)(7)(17)(19) Investment Interest Maturity Date Par / Units Amortized Cost(4)(5) Fair Value Percentage of Net Assets Greenway Health, LLC(6)(9)(13) First lien senior secured loan S+ 6.75% 04/2029 8,685 8,514 8,577 0.2 % Hyland Software, Inc.(6)(8)(13) First lien senior secured loan S+ 6.00% 09/2030 85,028 83,923 85,028 2.3 % Indikami Bidco, LLC (dba IntegriChain)(6)(8)(13) First lien senior secured loan S+ 6.50% (2.50% PIK) 12/2030 61,081 59,862 60,776 1.7 % Indikami Bidco, LLC (dba IntegriChain)(6)(8)(13)(14) First lien senior secured delayed draw term loan S+ 6.00% 12/2030 479 413 476 — % Indikami Bidco, LLC (dba IntegriChain)(6)(8)(13)(14) First lien senior secured revolving loan S+ 6.00% 06/2030 2,155 2,042 2,125 0.1 % Inovalon Holdings, Inc.(6)(9)(13)(14) First lien senior secured loan S+ 5.75% 11/2028 151,132 148,946 149,243 4.1 % Inovalon Holdings, Inc.(6)(9)(13) Second lien senior secured loan S+ 10.50% PIK 11/2033 94,457 93,376 93,513 2.6 % Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(6)(9)(13)(14)(22) First lien senior secured loan S+ 6.50% 08/2026 164,732 164,030 160,614 4.4 % Interoperability Bidco, Inc.
Added
Regulatory changes could result in greater competition from banks and other lenders with which we compete for lending and other investment opportunities. The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current trade policies of the United States. In addition, in June 2024, the U.S.
Removed
(dba Lyniate)(6)(9)(13)(14) First lien senior secured loan S+ 6.25% 03/2028 87,018 86,769 84,841 2.3 % Interoperability Bidco, Inc. (dba Lyniate)(6)(8)(13)(14) First lien senior secured revolving loan S+ 6.25% 03/2028 352 312 183 — % Neptune Holdings, Inc.
Added
Supreme Court reversed its longstanding approach under the Chevron doctrine, which provided for judicial deference to regulatory agencies. As a result of this decision, there may be increased challenges to existing agency regulations and it is unclear how lower courts will apply the decision in the context of other regulatory schemes without more specific guidance from the U.S. Supreme Court.
Removed
(dba NexTech)(6)(9)(13) First lien senior secured loan S+ 4.75% 08/2030 4,368 4,346 4,368 0.1 % RL Datix Holdings (USA), Inc.(6)(10)(13) First lien senior secured loan S+ 5.50% 04/2031 48,700 48,249 48,457 1.3 % RL Datix Holdings (USA), Inc.(6)(9)(13)(14) First lien senior secured revolving loan S+ 5.50% 10/2030 1,266 1,180 1,218 — % RL Datix Holdings (USA), Inc.(6)(11)(13) First lien senior secured GBP term loan SA+ 5.50% 04/2031 £ 22,553 27,908 28,104 0.8 % Salinger Bidco Inc.
Added
For example, the decision could significantly impact consumer protection, advertising, privacy, AI technologies, anti-corruption and anti-money laundering practices and other regulatory regimes with which we are required to comply.
Removed
(dba Surgical Information Systems)(6)(8)(13) First lien senior secured loan S+ 5.75% 08/2031 14,531 14,321 14,495 0.4 % 960,027 957,601 26.2 % Hotels, Restaurants & Leisure MINDBODY, Inc.(6)(9)(13)(14) First lien senior secured loan S+ 7.00% 09/2025 72,962 72,929 72,962 2.0 % Par Technology Corporation(6)(8)(13) First lien senior secured loan S+ 5.00% 07/2029 19,286 19,008 19,093 0.5 % 91,937 92,055 2.5 % Household Durables BCTO BSI Buyer, Inc.
Added
Any such regulatory developments could result in uncertainty about and changes in the ways such regulations apply to us and our portfolio companies, and may require additional resources to ensure our continued compliance. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States.
Removed
(dba Buildertrend)(6)(9)(13) First lien senior secured loan S+ 6.50% 12/2026 84,045 83,727 84,045 2.3 % 83,727 84,045 2.3 % Industrial Conglomerates Aptean Acquiror, Inc.
Added
Such actions could have a significant adverse effect on our business, financial condition and results of operations. Changes to the laws and regulations governing our permitted investments may require a change to our investment strategy.
Removed
(dba Aptean)(6)(9)(13)(14) First lien senior secured loan S+ 5.00% 01/2031 3,314 3,283 3,305 0.1 % QAD, Inc.(6)(8)(13) First lien senior secured loan S+ 4.75% 11/2027 88,166 88,167 87,946 2.4 % 91,450 91,251 2.5 % Insurance Asurion, LLC(3)(6)(8)(13) Second lien senior secured loan S+ 5.25% 01/2028 10,833 10,702 10,555 0.3 % Diamond Insure Bidco (dba Acturis)(6)(13) First lien senior secured EUR term loan E+ 4.25% 07/2031 € 625 658 636 — % Diamond Insure Bidco (dba Acturis)(6)(11)(13) First lien senior secured GBP term loan SA+ 4.50% 07/2031 £ 2,042 2,533 2,513 0.1 % F-10 Blue Owl Technology Finance Corp.
Added
Such changes could differ materially from our strategies and plans as set forth in this report and may shift our investment focus from the areas of expertise of our Adviser.
Removed
Consolidated Schedule of Investments As of December 31, 2024 (Amounts in thousands, except share amounts) Company(1)(7)(17)(19) Investment Interest Maturity Date Par / Units Amortized Cost(4)(5) Fair Value Percentage of Net Assets Disco Parent, Inc.
Added
Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment in us. 69 Economic sanction laws in the U.S. and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies.
Removed
(dba Duck Creek Technologies, Inc.)(6)(9)(13) First lien senior secured loan S+ 7.50% 03/2029 1,064 1,043 1,056 — % Integrity Marketing Acquisition, LLC(6)(9)(13) First lien senior secured loan S+ 5.00% 08/2028 47,836 47,606 47,836 1.3 % Simplicity Financial Marketing Group Holdings, Inc.(6)(9)(13) First lien senior secured loan S+ 5.00% 12/2031 3,571 3,536 3,536 0.1 % 66,078 66,132 1.8 % Internet & Direct Marketing Retail Aurelia Netherlands B.V.(6)(12)(13)(22) First lien senior secured EUR term loan E+ 5.75% 05/2031 € 25,282 26,511 26,049 0.7 % 26,511 26,049 0.7 % IT Services Kaseya Inc.(6)(8)(13) First lien senior secured loan S+ 5.50% 06/2029 15,865 15,644 15,865 0.4 % Kaseya Inc.(6)(9)(13)(14) First lien senior secured delayed draw term loan S+ 5.50% 06/2029 482 462 482 — % Severin Acquisition, LLC (dba PowerSchool)(6)(8)(13) First lien senior secured loan S+ 5.00% (2.25% PIK) 10/2031 31,972 31,663 31,653 0.9 % Spaceship Purchaser, Inc.
Added
Economic sanction laws in the U.S. and other jurisdictions may restrict or prohibit us or our affiliates from transacting with certain countries, territories, individuals and entities. In the U.S., the U.S.
Removed
(dba Squarespace)(6)(9)(13) First lien senior secured loan S+ 5.00% 10/2031 83,848 83,438 83,429 2.3 % 131,207 131,429 3.6 % Life Sciences Tools & Services Bamboo US BidCo LLC(6)(12)(13) First lien senior secured EUR term loan E+ 5.25% 09/2030 € 3,139 3,302 3,250 0.1 % Bamboo US BidCo LLC(6)(9)(13)(14) First lien senior secured loan S+ 5.25% 09/2030 5,498 5,498 5,498 0.2 % Creek Parent, Inc.
Added
Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, executive orders and regulations establishing U.S. economic and trade sanctions, which restrict or prohibit, among other things, direct and indirect transactions with, and the provision of services to, certain countries, territories, industry sectors, individuals and entities.
Removed
(dba Catalent)(6)(8)(13) First lien senior secured loan S+ 5.25% 12/2031 84,384 82,913 82,907 2.3 % 91,713 91,655 2.6 % Media Monotype Imaging Holdings Inc.(6)(9)(13)(14) First lien senior secured loan S+ 5.50% 02/2031 59,806 59,379 59,656 1.6 % 59,379 59,656 1.6 % Multiline Retail PDI TA Holdings, Inc.(6)(9)(13) First lien senior secured loan S+ 5.00% 02/2031 8,989 8,867 8,899 0.2 % PDI TA Holdings, Inc.(6)(9)(13)(14) First lien senior secured delayed draw term loan S+ 5.50% 02/2031 1,166 1,142 1,150 — % 10,009 10,049 0.2 % Professional Services Certinia Inc.(6)(9)(13) First lien senior secured loan S+ 5.25% 08/2030 29,412 29,010 29,412 0.8 % CloudPay, Inc.(6)(9)(13) First lien senior secured loan S+ 7.50% 07/2029 9,682 9,597 9,585 0.3 % Cornerstone OnDemand, Inc.(6)(8)(13) Second lien senior secured loan S+ 6.50% 10/2029 71,667 70,928 61,096 1.7 % Gerson Lehrman Group, Inc.(6)(9)(13) First lien senior secured loan S+ 5.25% 12/2027 18,895 18,763 18,848 0.5 % Thunder Purchaser, Inc.
Added
These types of sanctions may significantly restrict or completely prohibit lending activities in certain jurisdictions, and violation of any such laws or regulations, may result in significant legal and monetary penalties, as well as reputational damage. OFAC sanctions programs change frequently, which may make it more difficult for us or our affiliates to ensure compliance.
Removed
(dba Vector Solutions)(6)(9)(13) First lien senior secured loan S+ 5.50% 06/2028 139,757 138,958 139,757 3.9 % TK Operations Ltd (dba Travelperk, Inc.)(13)(25) First lien senior secured loan 11.50% PIK 05/2029 22,152 20,418 20,546 0.6 % F-11 Blue Owl Technology Finance Corp.
Added
Moreover, OFAC enforcement is increasing, which may increase the risk that we become the subject of such actual or threatened enforcement. Sanctions laws and regulations enforced by other countries may conflict with U.S. law such that compliance with both becomes difficult or even impossible.
Removed
Consolidated Schedule of Investments As of December 31, 2024 (Amounts in thousands, except share amounts) Company(1)(7)(17)(19) Investment Interest Maturity Date Par / Units Amortized Cost(4)(5) Fair Value Percentage of Net Assets When I Work, Inc.(6)(9)(13) First lien senior secured loan S+ 5.50% 11/2027 36,277 36,116 35,008 1.0 % 323,790 314,252 8.8 % Real Estate Management & Development Entrata, Inc.(6)(8)(13) First lien senior secured loan S+ 5.75% 07/2030 888 877 888 — % RealPage, Inc.(3)(6)(9)(13) First lien senior secured loan S+ 3.75% 04/2028 35,000 34,825 35,088 1.0 % 35,702 35,976 1.0 % Systems Software Acquia Inc.(6)(9)(14) First lien senior secured loan S+ 7.00% 10/2025 183,111 182,696 183,111 5.1 % Activate Holdings (US) Corp.
Added
Additionally, Section 2019 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRA”) amended the Exchange Act to require companies subject to SEC reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by OFAC during the period covered by the relevant periodic report.
Removed
(dba Absolute Software)(6)(9)(13)(14)(22) First lien senior secured loan S+ 5.25% 07/2030 5,711 5,689 5,711 0.2 % Arctic Wolf Networks, Inc.(13)(25) Senior convertible notes 3.00% PIK 09/2027 127,843 159,282 159,279 4.4 % Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(6)(8)(13)(14) First lien senior secured loan S+ 6.50% 03/2031 42,751 42,154 42,430 1.2 % Bayshore Intermediate #2, L.P.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

22 edited+408 added−923 removed1 unchanged
Biggest changeWe generally are required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our shareholders to maintain our tax treatment as a RIC.
Biggest changeTo 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.
Under Rule 18f-4, 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.
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.
Generally, “covenant-lite” loans provide borrower companies 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.
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.
Pursuant to our investment policies, we will not invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is an emerging market.
In addition, we generally do not intend to invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market.
We may be prohibited under 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 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, our Adviser and certain affiliates have been granted exemptive relief by the SEC to permit us to co-invest with other funds managed by our Adviser or certain of its affiliates in a manner consistent with our 51 investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s 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.
We rely on an order for exemptive relief (as amended, the “Order”), which has been granted to OCA and certain of its affiliates, including us, on which we are permitted to rely, by the SEC that permits us to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
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.
Rule 18f-4 requires a BDC (or a registered investment company) that uses 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 requirements.
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.
In addition, a RIC may, in certain cases, satisfy the Annual 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.
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. As of December 31, 2025 we have generated undistributed taxable earnings “spillover” of $0.40 per share.
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.
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. 83 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.
Federal Income Tax Considerations .” The Annual Distribution Requirement for a RIC generally will be satisfied if we distribute to our shareholders on an annual basis at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short term capital gains over realized net long term capital losses.
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.
We will value our investments quarterly at fair value as determined in good faith by our Adviser, based on, among other things, input of our Audit Committee and independent third-party valuation firm(s) engaged at the direction of our Adviser.
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, the input of independent third-party valuation firm(s) engaged at the direction of our Adviser.
In addition, some of the loans in which we may invest may be “covenant-lite” loans. We use the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants.
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.
We have adopted a policy to invest, under normal circumstances, at least 80% of the value of our assets in technology-related companies.
We invest at least 80% of the value of our total assets in “technology-related” companies.
The types of factors that may be considered in determining the fair values of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow, current market interest rates and other relevant factors.
As part of the valuation process, our 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.
Currently, we may issue “senior securities,” including borrowing money from banks or other financial institutions only in amounts such that the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, equals at least 150% after such incurrence or issuance.
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%.
If we fail to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, we would be subject to U.S. federal income tax on all of our taxable income (including our net capital gains) imposed at regular corporate rates.
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.
In order to qualify as a RIC, a corporation must satisfy numerous requirements relating to, among other things, the nature of its assets and income and its distribution levels.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements.
Most debt securities in which we intend to invest will not be rated by any rating agency and, if they were rated, they would be rated as below investment grade quality and are commonly referred to as “high yield” or “junk.” Debt securities rated below investment grade quality are generally regarded as having predominantly speculative characteristics and may carry a greater risk with respect to a borrower’s capacity to pay interest and repay principal.
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”.
Furthermore, we may invest in non-U.S. corporations (or other non-U.S. entities treated as corporations for U.S. federal income tax purposes) that could be treated under the Code and U.S.
We have elected to be regulated as a BDC under the 1940 Act and have elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes.
We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code or if we make investments through taxable subsidiaries.
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.
Each of OTF II and us have elected to qualify as a RIC and operated in a manner that it believes has allowed it to qualify as a RIC for U.S. federal income tax purposes under the Code and intends to continue to do so through and (with respect to us) following the Mergers.
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.
Removed
Item 1A. Risk Factors Investing in our securities involves a number of significant risks. You should consider carefully the following information before making an investment in our securities. The risks below are not the only risks we face.
Added
ITEM 1A. RISK FACTORS ”. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Annual Report. Actual results could differ materially from those implied or expressed in any forward-looking statements. Overview Blue Owl Technology Finance Corp.
Removed
Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected.
Added
(the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on July 12, 2018. We were formed primarily to originate and make debt and equity investments in technology-related, specifically software, companies based primarily in the United States.
Removed
The following is a summary of the principal risks that you should carefully consider before investing in our securities.
Added
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.
Removed
We are subject to risks related to the economy. • Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations. • The current period of capital markets disruption and economic uncertainty could have a material adverse effect on our business, financial condition or results of operations. • Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies. • We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations.
Added
Our investment objective is to maximize total return by generating current income from our 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. We are externally managed by Blue Owl Technology Credit Advisors LLC (“the Adviser” or “our Adviser”).
Removed
We are subject to risks related to our business and operations. • The lack of liquidity in our investments may adversely affect our business. • We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us. • Defaults under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows. • If we are unable to obtain additional debt financing, or if our borrowing capacity is materially reduced, our business could be materially adversely affected. 33 • Our ability to achieve our investment objective depends on our Adviser’s ability to manage and support our investment process.
Added
The Adviser is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform.
Removed
If our Adviser were to lose a significant number of its key professionals, or terminate the Investment Advisory Agreement, our ability to achieve our investment objective could be significantly harmed. • Because our business model depends to a significant extent upon Blue Owl’s relationships with corporations, financial institutions and investment firms, the inability of Blue Owl to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business. • We may face increasing competition for investment opportunities, which could delay further deployment of our capital, reduce returns and result in losses. • Our investment portfolio is recorded at fair value as determined in good faith by our Adviser in accordance with procedures approved by our Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments. • We have adopted a policy to invest, under normal circumstances, at least 80% of the value of our assets in technology-related companies. • Internal and external cybersecurity threats and risks, as well as other disasters, may adversely affect our business or the business of our portfolio companies by impairing the ability to conduct business effectively.
Added
Subject to the overall supervision of our board of directors (the “Board”), the Adviser manages our day-to-day operations, 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.
Removed
We are subject to risks related to the Mergers. • Our shareholders and OTF II's shareholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers. • We may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to achieve such benefits. • The Mergers may trigger certain “change of control” provisions and other restrictions in contracts of OTF II, us or our affiliates and the failure to obtain any required consents or waivers could adversely impact the combined company. • The opinions delivered to the OTF Special Committee (as defined below) and considered by the OTF Board (as defined below) and the opinions delivered to the OTF II Special Committee (as defined below) and considered by the Board by the respective financial advisors to the OTF Special Committee and the OTF II Special Committee prior to the signing of the Merger Agreement will not reflect changes in circumstances since the date of the opinions. • We and OTF II will be subject to operational uncertainties and contractual restrictions while the Mergers are pending. • We and OTF II may waive one or more conditions to the Mergers without resoliciting shareholder approval.
Added
The 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.
Removed
We are subject to risks related to our Adviser and its affiliates. • Our Adviser and its affiliates, including our officers and some of our directors, may face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in increased risk-taking or speculative investments, or cause our Adviser to use substantial leverage. • The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to, among other things, the fact that neither our Adviser nor its affiliates is prohibited from raising money for or managing another entity that makes the same types of investments that we target. • Our Adviser and its affiliates may face conflicts of interest with respect to services performed for issuers in which we may invest. • Our Adviser or its affiliates may have incentives to favor their respective other accounts and clients and/or Blue Owl over us, which may result in conflicts of interest that could be harmful to us. • We may be obligated to pay our Adviser incentive fees even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash. • Our ability to enter into transactions with our affiliates is restricted. • Our Adviser’s inability to attract, retain and develop human capital in a highly competitive talent market could have an adverse effect on our Adviser, and thus us.
Added
On June 12, 2025, our common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OTF” (the “Exchange Listing”).
Removed
We are subject to risks related to business development companies. • The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC. • Regulations governing our operation as a BDC and RIC affect our ability to raise capital and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth.
Added
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.
Removed
As a BDC, the necessity of raising additional capital may expose us to risks, including risks associated with leverage. 34 We are subject to risks related to our investments. • Our investment strategy focuses on technology companies, which are subject to many risks, including volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs and periodic downturns, and you could lose all or part of your investment. • Our investments in portfolio companies may be risky, and we could lose all or part of our investments. • We have invested and may continue to invest through joint ventures, partnerships or other special purpose vehicles and our investments through these vehicles may entail greater risks, or risks that we otherwise would not incur, if we otherwise made such investments directly. • Defaults by our portfolio companies could jeopardize a portfolio company’s ability to meet its obligations under the debt or equity investments that we hold which could harm our operating results. • Subordinated liens on collateral securing debt investments that we may make to portfolio companies may be subject to control by senior creditors with first priority liens.
Added
The direct lending strategy of Blue Owl’s Credit platform is comprised of the Adviser, Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”), and Blue Owl Diversified Credit Advisors LLC (“ODCA” and together with the Adviser, OCA, OTCA II, and OPFA, the “Blue Owl Credit Advisers”), which also are investment advisers.
Removed
If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us. • We generally will not control the business operations of our portfolio companies and, due to the illiquid nature of our holdings in our portfolio companies, we may not be able to dispose of our interest in our portfolio companies. • We and our portfolio companies are, and will continue to be, exposed to risks associated with changes in interest rates. • International investments create additional risks. • Our investment strategy focuses on technology companies, which are subject to many risks, including volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs and periodic downturns, and an investor could lose all or part of its investment.
Added
As of December 31, 2025, the Adviser and its affiliates had $157.8 billion of 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. We consider these individuals to be our portfolio managers. The Investment Team is also led by Douglas I.
Removed
We are subject to risks related to an investment in our common stock. • Our shares are not listed on an exchange or quoted through a quotation system and may not be listed for the foreseeable future, if ever.
Added
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 direct lending 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.
Removed
Therefore, our shareholders will have limited liquidity. • The value of our common stock may fluctuate significantly. • The amount of any distributions we may make on our common stock is uncertain.
Added
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.
Removed
We may not be able to pay distributions to shareholders, or be able to sustain distributions at any particular level, and our distributions per share, if any, may not grow over time, and our distributions per share may be reduced.
Added
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.
Removed
We have not established any limits on the extent to which we may use borrowings, if any, and we may use sources other than cash flows from operations to fund distributions (which may reduce the amount of capital we ultimately invest in portfolio companies).
Added
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.
Removed
We are subject to risks related to an investment in our unsecured notes. • Our unsecured notes are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future. • Our unsecured notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries. • A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or our unsecured notes, if any, or change in the debt markets, could cause the liquidity or market value of our unsecured notes to decline significantly.
Added
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.
Removed
We are subject to risks related to U.S. federal income tax. • We will be subject to U.S. federal income tax if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code or if we make investments through taxable subsidiaries. • We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
Added
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, 81 may require approval by the Technology Lending Investment Committee.
Removed
We are subject to general risks. • Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy. • Heightened scrutiny of the financial services industry by regulators may materially and adversely affect our business. 35 Risks Related to the Economy Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.
Added
The compensation packages of 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.
Removed
The current worldwide financial markets situation, as well as various social, political, economic and other conditions and events (including political tensions in the United States and around the world, wars and other forms of conflict (including, for example, the ongoing war between Russia and Ukraine and conflict in the Middle East and Northern Africa region), terrorist acts, security operations and catastrophic events, natural disasters such as fires, floods, earthquakes, tornadoes, hurricanes, global health epidemics, pandemics and emergencies, fluctuations in interest rates, strikes, work stoppages, labor shortages, labor disputes, supply chain disruptions and accidents), may disrupt our operations, contribute to increased market volatility, have long term effects on the United States and worldwide financial markets, and cause economic uncertainties or deterioration in the United States and worldwide.
Added
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.
Removed
As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such as the United States.
Added
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.
Removed
These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat.
Added
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.
Removed
Uncertainty can result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets and market participants and decreased or revised monitoring of such markets by governments or self-regulatory organizations and reduced enforcement of regulations; limitations on the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; the significant loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions (including, but not limited to, a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high rates of inflation, which can last many years and have negative effects on credit and securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments.
Added
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.
Removed
Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt securities to decline.
Added
As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the business development companies (“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.
Removed
The United States has recently enacted and proposed to enact significant new tariffs. Additionally, the new U.S. Presidential administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs.
Added
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.
Removed
Global health emergencies, natural disasters, strikes, work stoppages or accidents could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition.
Added
On September 24, 2018, we formed a wholly-owned subsidiary, OR Tech Lending LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Tech Lending LLC originates loans to borrowers headquartered in California. From time to time we may form wholly-owned subsidiaries to facilitate the normal course of business.
Removed
We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so. Additionally, social unrest and other political and security concerns may not abate, may worsen and could spread.
Added
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 the sum of at least (i) 90% of our investment company taxable income and(ii) 90% of our tax-exempt interest for that taxable year.
Removed
Losses from terrorist attacks, global health emergencies, natural disasters, strikes, work stoppages or accidents are generally uninsurable. The current period of capital markets disruption and economic uncertainty could have a material adverse effect on our business, financial condition or results of operations.
Added
In addition, we will not invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market and we have adopted a policy to invest, under normal circumstances at least 80% of the value of our total assets in “technology-related” businesses (as defined below).
Removed
In recent years, the U.S. corporate debt markets have experienced disruption resulting from the COVID-19 pandemic and an inflationary economic environment. These market conditions may make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business.
Added
On March 24, 2025, we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated November 12, 2024, with Blue Owl Technology Finance Corp.
Removed
The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience, including being in an elevated rate environment.
Added
II, a Maryland corporation (“OTF II”), Oriole Merger Sub, Inc., a Maryland corporation and our wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser, and OTCA II, investment adviser to OTF II.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

13 edited+0 added−1 removed8 unchanged
Biggest changeBlue Owl’s Chief Technology Officer periodically reports to the Audit Committee as well as the full Board, as appropriate, on cybersecurity matters. Such reporting includes updates on Blue Owl’s cybersecurity program, the external threat environment and Blue Owl’s programs to address and mitigate the risks associated with the evolving cybersecurity threat environment.
Biggest changeSuch reporting includes updates on Blue Owl’s cybersecurity program, the external threat environment and Blue Owl’s programs to address and mitigate the risks associated with the evolving cybersecurity threat environment. These reports also include as appropriate updates on Blue Owl’s preparedness, prevention, detection, responsiveness and recovery with respect to cyber incidents.
Governance and Oversight of Cybersecurity Risks Blue Owl has developed an incident response framework to identify, assess, manage and report cybersecurity events, which is managed and implemented by Blue Owl’s Cyber Risk Operating Committee (the “C-ROC”), a cross-functional management committee that includes its General Counsel, Chief Operating Officer, Chief Compliance Officer and Blue Owl IT Management.
Governance and Oversight of Cybersecurity Risks Blue Owl has developed an incident response framework to identify, assess, manage and report cybersecurity events, which is managed and implemented by Blue Owl’s Cyber Risk Operating Committee (the “C-ROC”), a cross-functional management committee that includes its General Counsel, Chief Operating Officer, Global Chief Compliance Officer and Blue Owl IT Management.
The incident response framework determines when the C-ROC should provide notifications regarding certain cybersecurity incidents, with different severity thresholds triggering notifications to different recipient groups, including senior members of Blue Owl's management, Blue Owl's Audit Committee or Blue Owl's Board of Directors.
The incident response framework determines when the C-ROC should provide notifications regarding certain 72 cybersecurity incidents, with different severity thresholds triggering notifications to different recipient groups, including senior members of Blue Owl’s management, Blue Owl’s Audit Committee or Blue Owl’s Board of Directors.
Blue Owl has implemented a cybersecurity program, which is focused on (i) protecting confidentiality of business, client, investor and employee information; (ii) maintaining the security and availability of its systems and data; (iii) supporting compliance with applicable laws and regulations; (iv) documenting cybersecurity incidents and its responses; and (v) notification of cybersecurity incidents to, and communications with, appropriate internal and external parties.
Blue Owl has implemented a cybersecurity program, which is focused on (i) protecting confidential business, client, investor and employee information; (ii) maintaining the security and availability of its systems and data; (iii) supporting compliance with applicable laws and regulations; (iv) documenting cybersecurity incidents and its responses; and (v) notification of cybersecurity incidents to, and communications with, appropriate internal and external parties.
Item 1C. Cybersecurity Cybersecurity Processes and Risk Assessment 79 We rely on the cybersecurity program implemented by Blue Owl, the indirect affiliate of our Adviser.
Item 1C. Cybersecurity Cybersecurity Processes and Risk Assessment We rely on the cybersecurity program implemented by Blue Owl, the indirect affiliate of our Adviser.
Blue Owl's cybersecurity processes and systems are designed to protect against unauthorized access of information, including by cyber-attacks and Blue Owl’s policy and processes include, as appropriate, encryption, data loss prevention technology, authentication technology, entitlement management, access control, anti-virus and anti-malware software, and transmission of data over private networks.
Blue Owl’s cybersecurity processes and systems are designed to protect against unauthorized access of information through its systems and infrastructure, including by cyber-attacks and Blue Owl’s policy and processes include, as appropriate, encryption, data loss prevention technology, authentication technology, entitlement management, access control, anti-virus and anti-malware software, and transmission of data over private networks.
When Blue Owl engages vendors and other third party partners who will have access to sensitive data or client systems and facilities, its infrastructure technology team assesses their cybersecurity programs and processes. Blue Owl also provides its employees with cybersecurity awareness training at onboarding and annually, as well as interim security reminders and alerts.
When Blue Owl engages vendors and other third party partners who will have access to sensitive data or client systems and facilities, its infrastructure technology team assesses their cybersecurity programs and processes. Blue Owl also provides its employees with cybersecurity awareness training at onboarding and annually. Blue Owl conducts regular phishing tests and provides additional training as appropriate.
The C-ROC is responsible for gathering information with respect to a cybersecurity incident, assessing its severity and potential responses, as well as communicating with business heads and senior management, as appropriate. This framework contemplates conducting simulated cybersecurity incident response exercises with members of senior management on an interim basis in coordination with external cyber counsel.
The C-ROC is responsible for gathering information with respect to a cybersecurity incident, assessing its severity and potential responses, as well as communicating with business heads and senior management, as appropriate.
These reports also include updates on Blue Owl’s preparedness, prevention, detection, responsiveness and recovery with respect to cyber incidents. 80 Impact of Cybersecurity Risks In 2024, we did not experience a material cybersecurity incident, and we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business.
Impact of Cybersecurity Risks In 2025, we did not experience a material cybersecurity incident, and we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business.
Blue Owl conducts regular phishing tests and provides additional training as appropriate. Blue Owl has a process designed to assess the cybersecurity risks associated with the engagement third-party vendors. This assessment is conducted on the basis of, among other factors, the types of services provided and the extent and type of data accessed or processed by a third-party vendor.
This assessment is conducted on the basis of, among other factors, the types of services provided and the extent and type of data accessed or processed by a third-party vendor.
The cybersecurity-control principles that form the basis of Blue Owl’s cybersecurity program are informed by the National Institute of Standards and Technology Cybersecurity Framework (“NIST”). Blue Owl’s cybersecurity program includes review and assessment by third parties of the cybersecurity processes and systems.
The cybersecurity-control principles that form the basis of Blue Owl’s cybersecurity program are informed by the National Institute of Standards and Technology Cybersecurity Framework (“NIST”). Blue Owl’s cybersecurity program is periodically reviewed by third parties, including benchmarking to best practices and industry frameworks to help Blue Owl identify areas for continued focus and improvement.
RISK FACTORS - Internal and external cybersecurity threats and risks, as well as other disasters, may adversely affect our business or the business or our portfolio companies by impairing the ability to conduct business effectively .” and “ Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business. ”
RISK FACTORS - Cybersecurity risks and cyber data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships .” and “ Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business. ”
The C-ROC meets regularly and forms cross-enterprise teams, as needed, to manage and implement key policies and initiatives of Blue Owl’s cybersecurity program. The Audit Committee is primarily responsible for oversight and review of guidelines and policies with respect to risk assessment and risk management.
The C-ROC meets regularly and forms cross-enterprise teams, as needed, to manage and implement key policies and initiatives of Blue Owl’s cybersecurity program. Blue Owl’s Global Chief Compliance Officer updates the Board quarterly on actions taken by the C-ROC and Blue Owl’s Chief Technology Officer annually reports to the full Board on cybersecurity matters.
Removed
These third parties assess and report on Blue Owl’s compliance with applicable laws and regulations and its internal incident response preparedness, including benchmarking to best practices and industry frameworks and help identify areas for continued focus and improvement.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeWhile the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations. Item 4. Mine Safety Disclosures Not applicable. 81 PART II
Biggest changeWhile the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations. Item 4. Mine Safety Disclosures Not applicable. 73 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

13 edited+48 added−430 removed11 unchanged
Biggest changeThe table below reflects the common stock issued pursuant to the dividend reinvestment plan during the year ended December 31, 2024: For the Year Ended December 31, 2024 Date Declared Record Date Payment Date Shares August 15, 2024 September 30, 2024 November 15, 2024 1,176,276 May 7, 2024 June 28, 2024 August 15, 2024 1,323,864 February 21, 2024 March 29, 2024 May 15, 2024 1,190,189 November 7, 2023 December 29, 2023 January 31, 2024 1,212,560 Senior Securities 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 83 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) December 31, 2024 $ 313.0 $ 2,200.6 — N/A December 31, 2023 $ 343.4 $ 2,165.0 — N/A December 31, 2022 $ 705.9 $ 2,057.3 — N/A December 31, 2021 $ 650.8 $ 2,309.9 — N/A December 31, 2020 $ 68.3 $ 1,905.6 — N/A December 31, 2019 $ 185.0 $ 1,934.6 — N/A Subscription Credit Facility (5) December 31, 2021 $ — $ 2,309.9 — N/A December 31, 2020 $ 105.8 $ 1,905.6 — N/A December 31, 2019 $ 645.7 $ 1,934.6 — N/A December 31, 2018 $ 300.0 $ 1,954.6 — N/A SPV Asset Facility I December 31, 2024 $ 600.0 $ 2,200.6 — N/A December 31, 2023 $ 600.0 $ 2,165.0 — N/A December 31, 2022 $ 450.0 $ 2,057.3 — N/A December 31, 2021 $ 290.0 $ 2,309.9 — N/A December 31, 2020 $ 290.0 $ 1,905.6 — N/A SPV Asset Facility II December 31, 2024 $ 300.0 $ 2,200.6 — N/A December 31, 2023 $ 300.0 $ 2,165.0 — N/A December 31, 2022 $ 300.0 $ 2,057.3 — N/A December 31, 2021 $ — $ 2,309.9 — N/A June 2025 Notes December 31, 2024 $ 210.0 $ 2,200.6 — N/A December 31, 2023 $ 210.0 $ 2,165.0 — N/A December 31, 2022 $ 210.0 $ 2,057.3 — N/A December 31, 2021 $ 210.0 $ 2,309.9 — N/A December 31, 2020 $ 210.0 $ 1,905.6 — N/A December 2025 Notes December 31, 2024 $ 650.0 $ 2,200.6 — N/A December 31, 2023 $ 650.0 $ 2,165.0 — N/A December 31, 2022 $ 650.0 $ 2,057.3 — N/A December 31, 2021 $ 650.0 $ 2,309.9 — N/A December 31, 2020 $ 400.0 $ 1,905.6 — N/A June 2026 Notes December 31, 2024 $ 375.0 $ 2,200.6 — N/A December 31, 2023 $ 375.0 $ 2,165.0 — N/A December 31, 2022 $ 375.0 $ 2,057.3 — N/A December 31, 2021 $ 375.0 $ 2,309.9 — N/A December 31, 2020 $ 375.0 $ 1,905.6 — N/A January 2027 Notes December 31, 2024 $ 300.0 $ 2,200.6 — N/A December 31, 2023 $ 300.0 $ 2,165.0 — N/A December 31, 2022 $ 300.0 $ 2,057.3 — N/A 84 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) December 31, 2021 $ 300.0 $ 2,309.9 — N/A CLO 2020-1 December 31, 2024 $ 204.0 $ 2,200.6 — N/A December 31, 2023 $ 204.0 $ 2,165.0 — N/A December 31, 2022 $ 200.0 $ 2,057.3 — N/A December 31, 2021 $ 200.0 $ 2,309.9 — N/A December 31, 2020 $ 200.0 $ 1,905.6 — N/A ________________ (1) Total amount of each class of senior securities outstanding at the end of the period presented.
Biggest changeSenior Securities 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 $ 1,480.0 $ 2,259.2 — N/A December 31, 2024 $ 313.0 $ 2,200.6 — N/A December 31, 2023 $ 343.4 $ 2,165.0 — N/A December 31, 2022 $ 705.9 $ 2,057.3 — N/A December 31, 2021 $ 650.8 $ 2,309.9 — N/A December 31, 2020 $ 68.3 $ 1,905.6 — N/A December 31, 2019 $ 185.0 $ 1,934.6 — N/A Subscription Credit Facility (5) December 31, 2021 $ — $ 2,309.9 — N/A December 31, 2020 $ 105.8 $ 1,905.6 — N/A 77 December 31, 2019 $ 645.7 $ 1,934.6 — N/A December 31, 2018 $ 300.0 $ 1,954.6 — N/A SPV Asset Facility I December 31, 2025 $ 700.0 $ 2,259.2 — N/A December 31, 2024 $ 600.0 $ 2,200.6 — N/A December 31, 2023 $ 600.0 $ 2,165.0 — N/A December 31, 2022 $ 450.0 $ 2,057.3 — N/A December 31, 2021 $ 290.0 $ 2,309.9 — N/A December 31, 2020 $ 290.0 $ 1,905.6 — N/A SPV Asset Facility II December 31, 2025 $ 325.0 $ 2,259.2 — N/A December 31, 2024 $ 300.0 $ 2,200.6 — N/A December 31, 2023 $ 300.0 $ 2,165.0 — N/A December 31, 2022 $ 300.0 $ 2,057.3 — N/A December 31, 2021 $ — $ 2,309.9 — N/A SPV Asset Facility III December 31, 2025 $ 624.5 $ 2,259.2 — N/A SPV Asset Facility IV December 31, 2025 $ 200.0 $ 2,259.2 — N/A CLO 2020-1 (7) December 31, 2025 $ — $ 2,259.2 — N/A December 31, 2024 $ 204.0 $ 2,200.6 — N/A December 31, 2023 $ 204.0 $ 2,165.0 — N/A December 31, 2022 $ 200.0 $ 2,057.3 — N/A December 31, 2021 $ 200.0 $ 2,309.9 — N/A December 31, 2020 $ 200.0 $ 1,905.6 — N/A Athena CLO II December 31, 2025 $ 375.0 $ 2,259.2 — N/A Athena CLO IV December 31, 2025 $ 240.0 $ 2,259.2 — N/A Athena CLO V December 31, 2025 $ 300.0 $ 2,259.2 — N/A June 2025 Notes (6) December 31, 2025 $ — $ 2,259.2 — N/A December 31, 2024 $ 210.0 $ 2,200.6 — N/A December 31, 2023 $ 210.0 $ 2,165.0 — N/A December 31, 2022 $ 210.0 $ 2,057.3 — N/A December 31, 2021 $ 210.0 $ 2,309.9 — N/A December 31, 2020 $ 210.0 $ 1,905.6 — N/A December 2025 Notes (8) December 31, 2025 $ — $ 2,259.2 — N/A December 31, 2024 $ 650.0 $ 2,200.6 — N/A December 31, 2023 $ 650.0 $ 2,165.0 — N/A December 31, 2022 $ 650.0 $ 2,057.3 — N/A December 31, 2021 $ 650.0 $ 2,309.9 — N/A December 31, 2020 $ 400.0 $ 1,905.6 — N/A June 2026 Notes December 31, 2025 $ 375.0 $ 2,259.2 — N/A December 31, 2024 $ 375.0 $ 2,200.6 — N/A December 31, 2023 $ 375.0 $ 2,165.0 — N/A 78 December 31, 2022 $ 375.0 $ 2,057.3 — N/A December 31, 2021 $ 375.0 $ 2,309.9 — N/A December 31, 2020 $ 375.0 $ 1,905.6 — N/A January 2027 Notes December 31, 2025 $ 300.0 $ 2,259.2 — N/A December 31, 2024 $ 300.0 $ 2,200.6 — N/A December 31, 2023 $ 300.0 $ 2,165.0 — N/A December 31, 2022 $ 300.0 $ 2,057.3 — N/A December 31, 2021 $ 300.0 $ 2,309.9 — N/A March 2028 Notes December 31, 2025 $ 650.0 $ 2,259.2 — N/A September 2028 Notes December 31, 2025 $ 75.0 $ 2,259.2 — N/A April 2029 Notes December 31, 2025 $ 700.0 $ 2,259.2 — N/A (1) Total amount of each class of senior securities outstanding at the end of the period presented.
Distribution Policy To qualify for tax treatment as a RIC, we must distribute (or be treated as distributing) in each taxable year dividends of an amount equal to at least the sum of 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and 90% of our net tax-exempt income for that taxable year.
Distribution Policy To qualify for tax treatment as a RIC, we must distribute (or be treated as distributing) in each taxable year dividends of an amount equal to at least 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and 90% of our net tax-exempt income for that taxable year.
As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock as described below, rather than receiving the cash dividend or other distribution.
As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock rather than receiving the cash dividend or other distribution.
As a RIC, we generally will not be subject to corporate-level U.S. federal income tax on our investment company taxable income and net capital gains that we distribute to shareholders.
As a RIC, we generally will not be subject to U.S. federal income tax at corporate rates on our investment company taxable income and net capital gains that we distribute to shareholders.
This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Blue Owl Technology Finance Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in our Form 10-K for the fiscal year ended December 31, 2024 and in “ITEM 1A. RISK FACTORS”.
This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Blue Owl Technology Finance Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in “
Dividend Reinvestment Plan We have adopted a dividend reinvestment plan, pursuant to which we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distribution in cash as provided below.
For the year ended December 31, 2025, 85.8% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders Dividend Reinvestment Plan We have adopted a dividend reinvestment plan, pursuant to which, we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distribution in cash as provided below.
Any fractional share otherwise issuable to a participant in the dividend reinvestment plan will instead be paid in cash.
As described below, we may purchase shares in the open market or use newly issued shares to implement the dividend reinvestment plan. Any fractional share otherwise issuable to a participant in the dividend reinvestment plan will instead be paid in cash.
(4) Not applicable because the senior securities are not registered for public trading. (5) Facility was terminated in 2021. Item 6. Reserved 85 Item 7. 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 1. CONSOLIDATED FINANCIAL STATEMENTS ”.
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. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ”.
Federal Income Tax – We will be subject to U.S. federal income tax at corporate rates if we are unable to qualify and maintain our tax treatment as a RIC under Subchapter M of the Code or if we make investments through taxable subsidiaries.” 82 Distributions We generally intend to distribute, out of assets legally available for distribution, substantially all of our available earnings, on a quarterly basis, as determined by our Board in its discretion.
Distributions We generally intend to distribute, out of assets legally available for distribution, substantially all of our available earnings, on a quarterly basis, as determined by our Board in its discretion.
The following table reflects the distributions declared on shares of our common stock during the year ended December 31, 2024: For the Year Ended December 31, 2024 Date Declared Record Date Payment Date Distribution per Share October 1, 2024 December 31, 2024 January 31, 2025 $ 0.33 August 6, 2024 September 30, 2024 November 15, 2024 $ 0.36 May 7, 2024 June 28, 2024 August 15, 2024 $ 0.40 February 21, 2024(1) March 29, 2024 May 15, 2024 $ 0.37 __________________ (1) Paid from sources other than ordinary income, including long-term capital gains.
The following table summarizes the distributions declared on shares of our common stock for the following period: December 31, 2025 Date Declared Record Date Payment Date Distribution per Share November 5, 2025 December 31, 2025 January 15, 2026 $ 0.35 August 5, 2025 September 30, 2025 October 15, 2025 0.35 June 2, 2025 (supplemental dividend) September 21, 2026 October 6, 2026 0.05 June 2, 2025 (supplemental dividend) June 22, 2026 July 7, 2026 0.05 June 2, 2025 (supplemental dividend) March 23, 2026 April 7, 2026 0.05 June 2, 2025 (supplemental dividend) December 23, 2025 January 7, 2026 0.05 June 2, 2025 (supplemental dividend) September 22, 2025 October 7, 2025 0.05 June 2, 2025 June 30, 2025 July 15, 2025 0.35 March 14, 2025 March 17, 2025 March 18, 2025 0.34 Total Distributions Declared $ 1.64 74 Total distributions declared of $607.7 million resulted in a taxable dividend amount of $607.7 million that consisted of $607.7 million of ordinary income for the year ending December 31, 2025.
(4) Not applicable because the senior securities are not registered for public trading. (5) Facility was terminated in 2021.
(4) Not applicable because the senior securities are not registered for public trading. (5) Facility was terminated in 2021. (6) On May 30, 2025, we redeemed in full all $210,000,000 in aggregate principal amount of the June 2025 Notes at 100% of their principal amount, plus the accrued interest thereon through, but excluding, May 30, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Common Stock There is not currently a public market for our common stock, nor can we give any assurance that one will develop.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Common Stock Our common stock is traded on the NYSE under the symbol “OTF.” It is not possible to predict whether our common stock will trade at a price per share at, above or below net asset value per share.
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.
Federal Income Tax – We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code.” For the year ended December 31, 2025 , we recorded expenses of $7.5 million for U.S. federal and state income tax, including excise tax.
Removed
Our common stock may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) if such transfer is prior to an Exchange Listing, our Adviser consents to such transfer and (ii) the common stock is registered under applicable securities laws or specifically exempted from registration (in which case the shareholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required).
Added
Since our shares of common stock began trading on June 12, 2025, our shares of common stock have traded both above and below the net asset value attributable to those shares of common stock. See “ ITEM 1A.
Removed
Accordingly, an investor must be willing to bear the economic risk of investment in the common stock for an indefinite period of time. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the common stock may be made except by registration of the transfer on our books.
Added
RISK FACTORS—Risks Related to an Investment in our Common Stock—The market value of our common stock may fluctuate significantly .” On February 11, 2026, the last reported closing sales price of our common stock on the NYSE was $12.96 per share, which represented a discount of approximately 25.2% to the net asset value per share reported by us as of December 31, 2025 .
Removed
Prior to an Exchange Listing, each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on our common stock and to execute such other instruments or certifications as we may reasonably require. Sources of distributions, other than net investment income and realized gains on a U.S.
Added
Holders As of February 11, 2026, there were approximately 11,038 holders of our common stock ( including Cede & Co.) .
Removed
GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. Distributions declared during the year ended December 31, 2024 of $307.0 million consisted of approximately $282.1 million of ordinary income and $24.9 million of long-term capital gains, as determined on a tax basis.
Added
On February 18, 2026, the Board approved a first quarter dividend of $0.35 per share for stockholders of record as of March 31, 2026, payable on or before April 15, 2026.
Removed
Distributions declared during the year ended December 31, 2023 of $300.3 million consisted of approximately $252.7 million of ordinary income and $47.6 million of long-term capital gains, as determined on a tax basis. Holders As of March 6, 2025, there were approximately 7,600 holders of our common stock.
Added
Prior to the Exchange Listing, the number of shares to be issued to a shareholder under the dividend reinvestment plan was determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of the Company’s common stock, as of the last day of the Company’s calendar quarter immediately preceding the date such distribution was declared.
Removed
(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.
Added
In connection with listing our common stock on the NYSE, we entered into our second amended and restated dividend reinvestment plan, pursuant to which, if newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per share of our common stock at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices.
Removed
This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” in this Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking statements. Overview Blue Owl Technology Finance Corp. (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on July 12, 2018.
Added
However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share).
Removed
We were formed primarily to originate and make debt and equity investments in technology-related, specifically software, companies based primarily in the United States.
Added
Pursuant to our second amended and restated dividend reinvestment plan, if shares are purchased in the open market to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder shall be determined by dividing the dollar amount of the cash dividend payable to such shareholder by the weighted average price per share for all shares purchased by the plan administrator in the open market in connection with the dividend.
Removed
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.
Added
The following table reflects the common stock issued pursuant to the dividend reinvestment plan for the following period: December 31, 2025 Date Declared Record Date Payment Date Shares August 5, 2025 September 30, 2025 October 15, 2025 1,885,921 June 2, 2025 (supplemental dividend) September 22, 2025 October 7, 2025 275,099 June 2, 2025 June 30, 2025 July 15, 2025 1,952,428 March 14, 2025 March 17, 2025 March 18, 2025 1,131,018 October 1, 2024 December 31, 2024 January 31, 2025 1,098,294 75 For the Year Ended December 31, 2024 Date Declared Record Date Payment Date Shares August 6, 2024 September 30, 2024 November 15, 2024 1,176,276 May 7, 2024 June 28, 2024 August 15, 2024 1,323,864 February 21, 2024 March 29, 2024 May 15, 2024 1,190,189 November 7, 2023 December 29, 2023 January 31, 2024 1,212,560 2025 Stock Repurchase Program On May 27, 2025, the Board approved the 2025 Stock Repurchase Program under which the Company may repurchase up to $200 million of its outstanding common stock.
Removed
Our investment objective is to maximize total return by generating current income from our debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments. We may hold our investments directly or through special purpose vehicles. We are externally managed by Blue Owl Technology Credit Advisors LLC (“the Adviser” or “our Adviser”).
Added
Under the 2025 Stock Repurchase Program, purchases were made at management's discretion from time to time in open-market transactions, in accordance with applicable securities laws and regulations. Unless extended by the Board, the 2025 Stock Repurchase Program will terminate 18-months from the date of the Exchange Listing.
Removed
The Adviser is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), an indirect affiliate of Blue Owl Capital Inc.
Added
For the year ended December 31, 2025, repurchases under the 2025 Stock Repurchase Program were as follows: Period ($ in thousands, except share and per share amounts) Total Number of Shares Repurchased Average Price Paid per Share Approximate Dollar Value of Shares that have been Purchased Under the Plans Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan September 1, 2025 - September 30, 2025 614,291 $ 14.46 $ 8,880 $ 191,120 October 1, 2025 - October 31, 2025 — $ — $ — $ 191,120 November 1, 2025 - November 30, 2025 971,369 $ 13.49 $ 13,102 $ 178,018 December 1, 2025 - December 31, 2025 3,606,748 $ 14.27 $ 51,466 $ 126,552 Total 5,192,408 $ 73,448 Price Range of Common Stock Our common stock is traded on the NYSE under the symbol “OTF”.
Removed
(“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. Subject to the overall supervision of our board of directors (the “Board”), the Adviser manages our day-to-day operations, and provides investment advisory and management services to us.
Added
Our common stock has traded at prices both above and below our net asset value per share. It is not possible to predict whether our common stock will trade at a price per share at, above or below net asset value per share. See “ ITEM 1A.
Removed
The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. The 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.
Added
Risk Factors—Risks Related to an Investment in Our Common Stock. ” The following table sets forth the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock reported on the NYSE, the closing sales price as a premium (discount) to net asset value and the dividends declared by us in each fiscal quarter since we began trading on the NYSE.
Removed
If we have not listed our common stock on a national securities exchange (an "Exchange Listing") by August 10, 2025, subject to extension for two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the Investment Company Act of 1940 (the “1940 Act”)) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner.
Added
On February 11, 2026, the last reported closing sales price of our common stock on the NYSE was $12.96 per share, which represented a discount of approximately 25.2% to the net asset value per share reported by us as of December 31, 2025 .
Removed
Blue Owl consists of three product platforms: (1) Credit, (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 and real estate credit.
Added
Price Range Period Net Asset Value (1) High Low High Sales Price Premium (Discount) to Net Asset Value (2) Low Sales Price Premium (Discount) to Net Asset Value (2) Cash Dividend Per Share (3) Year Ended December 31, 2025 First Quarter (4) $ 17.09 n/a n/a n/a n/a $ 0.34 Second Quarter $ 17.17 $ 16.56 $ 15.25 (3.5) % (11.2) % $ 0.60 Third Quarter $ 17.27 $ 15.75 $ 13.82 (8.8) % (20.0) % $ 0.35 Fourth Quarter $ 17.33 $ 14.71 $ 13.14 (15.1) % (24.2) % $ 0.35 (1) Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices.
Removed
The direct lending strategy of Blue Owl’s Credit platform is comprised of the Adviser, Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Diversified Credit Advisors LLC (“ODCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”), and Blue Owl Credit Private Fund Advisors LLC (“OPFA” and together with the Adviser, OCA, OTCA II, and ODCA, the “Blue Owl Credit Advisers”).
Added
The net asset values shown are based on outstanding shares at the end of the relevant quarter. (2) Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter).
Removed
As of December 31, 2024, the Adviser and its affiliates had $135.71 billion of 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. We consider these individuals to be our portfolio managers. The Investment Team is also led by Douglas I.
Added
(3) Represents the total dividend or distribution declared in the relevant quarter, inclusive of a supplemental dividend, if any. For additional details, refer to “Note 9 — Net Assets” to our consolidated financial statements included in this Annual Report.
Removed
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 direct lending 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.
Added
(4) Trading commenced on June 12, 2025 76 Stock Performance Graph This graph compares the stockholder return on our common stock from June 12, 2025 (the date our common stock commenced trading on the NYSE) to December 31, 2025 with that of the Standard & Poor’s 500 Stock Index, Standard & Poor’s BDC Index and Morningstar LSTA US Leveraged Loan Index.
Removed
Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl’s Credit platform’s direct lending 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.
Added
This graph assumes that on June 12, 2025, $100 was invested in our common stock, the Standard & Poor’s BDC Index, the Standard & Poor’s 500 Stock Index and the Morningstar LSTA US Leveraged Loan Index. The graph also assumes the reinvestment of all cash dividends prior to any tax effect.
Removed
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.
Added
The graph and other information furnished under this Part II Item 5 of this Annual Report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act.
Removed
In addition, the Technology Lending Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which investments in broadly syndicated loans may be bought and sold), 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.
Added
The stock price performance included in the below graph is not necessarily indicative of future stock performance.
Removed
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.
Added
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG BLUE OWL TECHNOLOGY FINANCE CORPORATION, STANDARD & POOR’S 500 INDEX, STANDARD & POOR’S BDC INDEX AND MORNINGSTAR LSTA US LEVERAGED LOAN INDEX SOURCE: Bloomberg NOTES: Assumes $100 invested on June 12, 2025 in Blue Owl Technology Finance Corporation, the Standard & Poor’s 500 Index, the Standard & Poor’s BDC Index and the Morningstar LSTA US Leveraged Loan Index.
Removed
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.
Added
Assumes all dividends are reinvested on the respective dividend payment dates without commissions.
Removed
The compensation packages of certain Technology Lending Investment 86 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.
Added
(7) On October 15, 2025, we redeemed in full all $204,000,000 in aggregate principal amount of CLO 2020-1 at 100% of its principal amount, plus the accrued interest thereon through, but excluding, October 15, 2025.
Removed
We may be prohibited under 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.
Added
(8) On November 14, 2025, we redeemed in full all $650,000,000 in aggregate principal amount of the December 2025 Notes at 100% of their principal amount, plus the accrued interest thereon through, but excluding, November 14, 2025.
Removed
We rely on an order for exemptive relief (as amended, the “Order”), that has been granted by the SEC to OCA and certain of its affiliates, including us, that permits us to co-invest with other funds managed by the Adviser or certain of its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
Added
Fees and Expenses The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary.
Removed
Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching in respect of us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit our Advisers, the other affiliated funds that are participating in the investment, or its affiliates or any affiliates person of any of them (other than the parties to the transaction, except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act).
Added
The expenses shown in the table under “Annual expenses” are based on estimated amounts for our current fiscal year. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown.
Removed
In addition, the Order permits us to participate in follow-on investments in our existing portfolio companies with certain affiliates that are private funds even when such private funds did not have an investment in such existing portfolio company.
Added
Except where the context suggests otherwise, whenever this Form 10-K contains a reference to fees or expenses paid by “us” or “the Company” or that “we” will pay fees or expenses, you will indirectly bear these fees or expenses as an investor in the Company: Shareholder transaction expenses: Sales load — % (1) Offering expenses (as a percentage of offering price) — % (2) Dividend reinvestment plan expenses — % (3) Total shareholder transaction expenses (as a percentage of offering price) — % Annual expenses (as a percentage of net assets attributable to common stock): Management Fee payable under the Investment Advisory Agreement 3.0 % (4) Incentive Fee payable under the Investment Advisory Agreement 1.4 % (5) Interest payments on borrowed funds 6.4 % (6) Other expenses 0.3 % (7) Acquired Fund Fees and Expenses — % (8) Total annual expenses 11.1 % (9)(10\) __________________ ( 1) In the event that the securities are sold to or through underwriters, a related prospectus supplement will disclose the applicable sales load (underwriting discount or commission). 79 (2) A related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated amount of offering expenses borne by the Company as a percentage of the offering price.
Removed
The Blue Owl Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities between us and/or other funds managed by our Adviser or its affiliates.
Added
(3) The expenses of the dividend reinvestment plan are included in “other expenses” in the table above.
Removed
As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the business development companies (“BDCs”), 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.
Added
For additional information, see “Dividend Reinvestment Plan.” (4) The Management Fee is 1.50% of our average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of the two most recently completed calendar quarters; provided, however, the Management Fee is 1.00% of our average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is below an asset coverage of 200% calculated in accordance with Section 18 and 61 of the 1940 Act.
Removed
On September 24, 2018, we formed a wholly-owned subsidiary, OR Tech Lending LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Tech Lending LLC originates loans to borrowers headquartered in California. From time to time we may form wholly-owned subsidiaries to facilitate the normal course of business.
Added
The Management Fee reflected in the table is calculated by determining the ratio that the Management Fee bears to our net assets attributable to common stock (rather than our gross assets). (5) The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not.
Removed
We have elected to be regulated as a BDC under the 1940 Act and have elected to be treated as a regulated investment company (“RIC”) for tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”).
Added
A portion of the Incentive Fee is based on our income and a portion is based on our capital gains, For more detailed information about the Incentive Fee, see Part I, Item 1 “BUSINESS —Investment Advisory Agreement”.
Removed
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 90% of our investment company taxable income and tax-exempt interest for that taxable year.
Added
(6) The figure in the table represents our interest expenses based on our actual interest and credit facility expenses incurred for the period ended December 31, 2025, which includes the impact of interest rate swaps. During the year ended December 31, 2025, our average borrowings outstanding were $4.8 billion and our interest expense incurred was $321.5 million.
Removed
In addition, we will not invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market and we have adopted a policy to invest, under normal circumstances at least 80% of the value of our total assets in “technology-related” businesses (as defined below).

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

85 edited+956 added−25 removed132 unchanged
Biggest changeIncome inclusions from a QEF or a CFC will be “good income” for purposes of the 90% Income Test provided that they are derived in connection with our business of investing in stocks and securities or the QEF or the CFC distributes such income to us in the same taxable year to which the income is included in our income.
Biggest changeIf we are treated as receiving a deemed distribution from a CFC, we will be required to include such distribution in our investment company taxable income regardless of whether we receive any actual distributions from such CFC, and such income will be subject to the Annual Distribution Requirement and will be taken into account for purposes of the Excise Tax Distribution Requirement Income inclusions from a QEF or a CFC will be “good income” for purposes of the 90% Income Test provided that they are derived in connection with our business of investing in stocks and securities or the QEF or the CFC distributes such income to us in the same taxable year to which the income is included in our income.
In addition, without payment of penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice. Compensation of Adviser We will pay the Adviser an investment advisory fee for its services under the Investment Advisory Agreement consisting of two components: a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”).
In addition, without payment of penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice. Compensation of the Adviser We will pay the Adviser an investment advisory fee for its services under the Investment Advisory Agreement consisting of two components: a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”).
Pending investment in other types of qualifying assets, as described above, our investments can consist of cash, cash equivalents, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of our assets would be qualifying assets.
Temporary Investments. Pending investment in other types of qualifying assets, as described above, our investments can consist of cash, cash equivalents, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of our assets would be qualifying assets.
This means that generally, a BDC can borrow up to $1 for every $1 of investor equity or, if certain requirements are met and it reduces its asset coverage ratio, it can borrow up to $2 for every $1 of investor equity.
This means that generally, a BDC can borrow up to $1 for every $1 of investor equity or, if certain requirements are met and it reduces its asset coverage ratio, it can borrow up to $2 for every $1 of investor equity.
If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.
If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.
In addition, in order to obtain RIC tax benefits, we must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the “Annual Distribution Requirement”).
In addition, in order to obtain RIC tax benefits, we generally must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the “Annual Distribution Requirement”).
Due to these limits on the deductibility of expenses, over the course of one or more taxable years we may have, for U.S. federal income tax purposes, taxable income that we are required to distribute and that is taxable to our shareholders even if such income is greater than the aggregate net income we actually earned during those years.
Due to these limits on the deductibility of expenses, over the course of one or more taxable years we may have, for U.S. federal income tax purposes, aggregate taxable income that we are required to distribute and that is taxable to our shareholders even if such income is greater than the aggregate net income we actually earned during those years.
Limitations of Liability and Indemnification The Adviser and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its sole member, are not liable to us for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under the Investment Advisory Agreement or otherwise as our investment adviser (except to the extent specified in Section 36(b) of the 1940 Act, as amended, concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).
Limitations of Liability and Indemnification The Adviser and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its sole member, are not liable to us for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under the Investment Advisory Agreement or otherwise as our investment adviser (except to the extent specified in Section 36(b) of the 1940 Act, concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).
Under the terms of the Investment Advisory Agreement, the Adviser is responsible for the following: • managing our assets in accordance with our investment objective, policies and restrictions; • determining the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; • making investment decisions for us, including negotiating the terms of investments in, and dispositions of, portfolio securities and other instruments on our behalf; • monitoring our investments; • performing due diligence on prospective portfolio companies; 19 • exercising voting rights in respect of portfolio securities and other investments for us; • serving on, and exercising observer rights for, boards of directors and similar committees of our portfolio companies; and • providing us with such other investment advisory and related services as we may, from time to time, reasonably require for the investment of capital.
Under the terms of the Investment Advisory Agreement, the Adviser is responsible for the following: • managing our assets in accordance with our investment objective, policies and restrictions; • determining the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; • making investment decisions for us, including negotiating the terms of investments in, and dispositions of, portfolio securities and other instruments on our behalf; • monitoring our investments; • performing due diligence on prospective portfolio companies; • exercising voting rights in respect of portfolio securities and other investments for us; • serving on, and exercising observer rights for, boards of directors and similar committees of our portfolio companies; and • providing us with such other investment advisory and related services as we may, from time to time, reasonably require for the investment of capital.
To ensure that the Adviser’s vote is not the product of a conflict of interest, the Adviser requires that: (i) anyone involved in the 32 decision making process disclose to the Adviser’s chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision-making process or vote administration are prohibited from revealing how the Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.
To ensure that the Adviser’s vote is not the product of a conflict of interest, the Adviser requires that: (i) anyone involved in the decision making process disclose to the Adviser’s chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision-making process or vote administration are prohibited from revealing how the Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.
Shareholder” generally is a beneficial owner of our common stock that is for U.S. federal income tax purposes: • a citizen or individual resident of the United States; • a corporation (or other entity treated as a corporation) organized in or under the laws of the United States or of any political subdivision thereof; • a trust that is subject to the supervision of a court within the United States and the control of one or more U.S. persons or that has a valid election in effect under applicable U.S.
Shareholder” is a beneficial owner of our common stock that is for U.S. federal income tax purposes: • a citizen or individual resident of the United States; • a corporation (or other entity treated as a corporation) organized in or under the laws of the United States or of any political subdivision thereof; • a trust that is subject to the supervision of a court within the United States and the control of one or more U.S. persons or that has a valid election in effect under applicable U.S.
We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if immediately after such borrowing or issuance, the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 200% (or 150%, if certain requirements are met).
We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if immediately after such borrowing or issuance, the ratio of our total 23 assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 200% (or 150%, if certain requirements are met).
If we invest in securities issued by investment companies, if any, it should be noted that such investments might subject our shareholders to additional expenses as they will be indirectly responsible for the costs and expenses of such companies. 26 None of our investment policies are fundamental, and thus may be changed without shareholder approval. Qualifying Assets.
If we invest in securities issued by investment companies, if any, it should be noted that such investments might subject our shareholders to additional expenses as they will be indirectly responsible for the costs and expenses of such companies. None of our investment policies are fundamental, and thus may be changed without shareholder approval. Qualifying Assets.
An eligible portfolio company is defined in the 1940 Act as any issuer which: (a) is organized under the laws of, and has its principal place of business in, the United States; (b) is not an investment company (other than a small business investment company wholly owned by the business development company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and (c) satisfies any of the following: (i) does not have any class of securities that is traded on a national securities exchange; (ii) has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million; (iii) is controlled by a business development company or a group of companies including a business development company and the business development company has an affiliated person who is a director of the eligible portfolio company; or (iv) is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.
An eligible portfolio company is defined in the 1940 Act as any issuer which: (a) is organized under the laws of, and has its principal place of business in, the United States; (b) is not an investment company (other than a small business investment company wholly owned by the business development company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and (c) satisfies any of the following: (i) does not have any class of securities that is traded on a national securities exchange; (ii) has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million; (iii) is controlled by a business development company or a group of companies including a business development company and the business development company has an affiliated person who is a director of the eligible portfolio company; or (iv) is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million. 22 (2) Securities of any eligible portfolio company controlled by us.
As a RIC, we will not be subject to U.S. federal income tax at corporate rates on any ordinary income or capital gains that we timely distribute to our shareholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below).
As a RIC, we generally will not be subject to U.S. federal income tax at corporate rates on any ordinary income or capital gains that we timely distribute to our shareholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below).
RISK FACTORS — Risks Related to Our Business — We may face increasing competition for investment opportunities, which could delay further deployment of our capital, reduce returns and result in losses.” Investment Advisory Agreement The description below of the Investment Advisory Agreement is only a summary and is not necessarily complete.
RISK FACTORS — Risks Related to Our Business — We may face increasing competition for investment opportunities, which could delay further deployment of our capital, reduce returns and result in losses.” 15 Investment Advisory Agreement The description below of the Investment Advisory Agreement is only a summary and is not necessarily complete.
These policies and procedures for voting proxies for the Adviser’s investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. Proxy Policies The Adviser will seek to vote all proxies relating to our portfolio securities in the best interest of our shareholders.
These policies and procedures for voting proxies for the Adviser’s investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. 28 Proxy Policies The Adviser will seek to vote all proxies relating to our portfolio securities in the best interest of our shareholders.
Treasury Regulations to be treated as a U.S. person; or • an estate, the income of which is subject to U.S. federal income taxation regardless of its source. A “Non-U.S. Shareholder” is a beneficial owner of our common stock that is neither a U.S. Shareholder nor a partnership for U.S. tax purposes.
Treasury Regulations to be treated as a U.S. person; or • an estate, the income of which is subject to U.S. federal income tax regardless of its source. A “Non-U.S. Shareholder” is a beneficial owner of our common stock that is neither a U.S. Shareholder nor a partnership for U.S. tax purposes.
In general, a foreign corporation will be classified as a 31 CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. A “U.S.
In general, a foreign corporation will be classified as a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. A “U.S.
We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (i) 98% of our net ordinary income for each calendar year, (ii) 98.2% of the amount by which our capital gain exceeds our capital loss (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which we paid no U.S. federal income tax (the “Excise Tax Avoidance Requirement”).
We will be subject to a nondeductible 4% U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (i) 98% of our net ordinary income for each calendar year, (ii) 98.2% of the amount by which our capital gain exceeds our capital loss (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which we paid no U.S. federal income tax (the “Excise Tax Distribution Requirement”).
If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Distribution Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
Dividend Policy To qualify for tax treatment as a RIC, we must distribute (or be treated as distributing) in each taxable year dividends of an amount equal to at least 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and 90% of our net tax-exempt income for that taxable year.
Distribution Policy To qualify for tax treatment as a RIC, we must distribute (or be treated as distributing) in each taxable year dividends of an amount equal to at least 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and 90% of our net tax-exempt income for that taxable year.
Some competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to our investment opportunities.
Some of these competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to our investment opportunities.
The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of (i) prior to an Exchange Listing, 10% on all pre- Incentive Fee net investment income when that amount equals 1.67% in a calendar quarter (6.67% annualized), and (ii) subsequent to an Exchange Listing, 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a calendar quarter (7.27% annualized), which, in each case, is the rate at which catch-up is achieved.
The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of (i) prior to the Listing Date, 10% on all pre- Incentive Fee net investment income when that amount equals 1.67% in a calendar quarter (6.67% annualized), and (ii) subsequent to the Listing Date, 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a calendar quarter (7.27% annualized), which, in each case, is the rate at which catch-up is achieved.
For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the 30 same taxable year.
For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in our taxable income in each taxable year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year.
We also will 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 and the Administrative Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory Agreement and (iii) all other costs and expenses of our operations and transactions including, without limitation, those relating to: • the cost of our organization and any offerings; • 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 the 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; • 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 shareholders (including printing and mailing costs); 23 • 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 also will 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 and the Administration Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory Agreement and the Administration Agreement and (iii) all other costs and expenses of our operations and transactions including, without limitation, those relating to: • the cost of our organization and any offerings; • 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 the 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; 19 • 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 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 will be subject to U.S. federal income tax imposed at regular corporate rates on any income or capital gains not distributed (or deemed distributed) to our shareholders.
We will be subject to U.S. federal income tax imposed at corporate rates on any income or capital gains not distributed (or deemed distributed) to our shareholders.
In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things: • continue to qualify as a BDC under the 1940 Act at all times during each taxable year; • derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships (as defined in the Code),” or other income derived with respect to our business of investing in such stock or securities (the “90% Income Test”); and • diversify our holdings so that at the end of each quarter of the taxable year: • at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and • no more than 25% of the value of our assets is invested in the (i) securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more “qualified publicly traded partnerships” (the “Diversification Tests”).
In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things: • continue to qualify as a BDC under the 1940 Act at all times during each taxable year; • derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale or other taxable disposition of stock or other securities or foreign currencies, net income derived from an interest in certain “qualified publicly traded partnerships” (as defined in the Code), or other income derived with respect to our business of investing in such stock or securities (the “90% Income Test”); and • diversify our holdings so that at the end of each quarter of the taxable year: • at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and • no more than 25% of the value of our assets is invested in the (i) securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more “qualified publicly traded partnerships” (collectively, the “Diversification Tests”).
In addition, we reimburse the Adviser for the 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 the percentage of time such individuals devote, on an estimated basis, to our business and affairs and as otherwise set forth in the Administrative Agreement).
In addition, we reimburse the Adviser for the 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 the percentage of time such individuals devote, on an estimated basis, to our business and affairs and as otherwise set forth in the Administration Agreement).
The following are graphical representations of the calculation of the income-related portion of the Incentive Fee: Quarterly Incentive Fee on Pre-Incentive Fee Net Investment Income Prior to an Exchange Listing (expressed as a percentage of the value of net assets) 0% 1.5% 1.67% ← 0% → ← 100% → ← 10% → Quarterly Incentive Fee on Pre-Incentive Fee Net Investment Income Subsequent to an Exchange Listing (expressed as a percentage of the value of net assets) 0% 1.5% 1.82% ← 0% → ← 100% → ← 17.5% → Percentage of Pre-Incentive Fee Net Investment Income Allocated to Quarterly Incentive Fee 21 The second component of the Incentive Fee, the “Capital Gains Incentive Fee,” payable at the end of each calendar year in arrears, equals, (i) prior to an Exchange Listing, 10% of cumulative realized capital gains from the Initial Closing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Initial Closing Date to the end of each calendar year, and (ii) subsequent to an Exchange Listing, 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year.
The following are graphical representations of the calculation of the income-related portion of the Incentive Fee: Quarterly Incentive Fee on Pre-Incentive Fee Net Investment Income Prior to the Listing Date (expressed as a percentage of the value of net assets) 0% 1.5% 1.67% ← 0% → ← 100% → ← 10% → 17 Quarterly Incentive Fee on Pre-Incentive Fee Net Investment Income Subsequent to the Listing Date (expressed as a percentage of the value of net assets) 0% 1.5% 1.82% ← 0% → ← 100% → ← 17.5% → Percentage of Pre-Incentive Fee Net Investment Income Allocated to Quarterly Incentive Fee The second component of the Incentive Fee, the “Capital Gains Incentive Fee,” payable at the end of each calendar year in arrears, equals, (i) prior to the Listing Date, 10% of cumulative realized capital gains from to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the initial closing date to the end of each calendar year, and (ii) subsequent to the Listing Date, 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year.
Proxy Voting Records You may obtain information about how the Adviser voted proxies by making a written request for proxy voting information to: Blue Owl Technology Finance Corp., Attention: Investor Relations, 399 Park Avenue, New York, NY 10022, or by calling Blue Owl Technology Finance Corp. at (212) 419-3000.
Proxy Voting Records You may obtain information about how the Adviser voted proxies by making a written request for proxy voting information to: Blue Owl Technology Finance Corp., Attention: Investor Relations, 399 Park Avenue, 37th Floor, New York, NY 10022, or by calling Blue Owl Technology Finance Corp. at (212) 419-3000.
The Board was provided information it required to consider the Investment Advisory Agreement, including: (a) the nature, quality and extent of the advisory and other services to be provided to us by the Adviser; (b) comparative data with respect to advisory fees or similar expenses paid by other BDCs with similar investment objectives; (c) our projected operating expenses and expense ratio compared to BDCs, which could include employees of the Adviser or its affiliates; (d) any existing and potential sources of indirect income to the Adviser from its relationship with us and the profitability of that relationship; (e) information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement; (f) the organizational capability and financial condition of the Adviser and its affiliates; and (g) the possibility of obtaining similar services from other third-party service providers or through an internally managed structure.
The Board was provided with the information it required to consider the Investment Advisory Agreement, including: (a) the nature, quality and extent of the advisory and other services to be provided to us by the Adviser; (b) comparative data with respect to advisory fees or similar expenses paid by other BDCs; (c) our projected operating expenses and expense ratio compared to BDCs with similar investment objectives; (d) any existing and potential sources of indirect income to the Adviser from its relationship with us and the profitability of that relationship; (e) information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement; (f) the organizational capability and financial condition of the Adviser and its affiliates; and (g) the possibility of obtaining similar services from other third-party service providers or through an internally managed structure.
As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock as described below, rather than receiving the cash dividend or other distribution.
As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock rather than receiving the cash dividend or other distribution.
We shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs, in acting on our behalf and as otherwise set forth in the Administrative Agreement).
We shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs, in acting on our behalf and as otherwise set forth in the Administration Agreement).
Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance. 27 Temporary Investments.
Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance.
Competition Our primary competitors in providing financing to middle market technology related companies include public and private funds, other BDCs, commercial and investment banks, commercial finance companies and, to the extent they provide an alternative form of financing, private equity and hedge funds.
Competition Our primary competitors in providing financing to middle-market technology-related companies include public and private funds, other BDCs, commercial and investment banks, commercial finance companies and, to the extent they provide an alternative form of financing, private equity and hedge funds and alternative asset managers.
A BDC generally is required to meet a coverage ratio of the value of total assets to senior securities, which include all of our borrowings and any preferred stock the BDC may issue in the future, of at least 200%.
A BDC generally is required to meet an asset coverage ratio of the value of total assets to senior securities, which include all of our borrowings and any preferred stock the BDC may issue in the future, of at least 200%.
On August 7, 2018, our Adviser, as our sole initial shareholder, approved a proposal that allows us to reduce our asset coverage ratio to 150%. As a result, effective August 8, 2018, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%.
On August 7, 2018, the Adviser, as our sole shareholder, approved a proposal that allows us to reduce our asset coverage ratio to 150%. As a result, effective on August 8, 2018, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%.
Following an Exchange Listing, the Management Fee is payable at an annual rate of: (i) 1.5% of our average gross assets that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, at the end of the two most recently completed calendar quarters payable quarterly in arrears, and (ii) 1.00% of our average gross assets that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, at the end of the two most recently completed calendar quarters payable quarterly in arrears.
Following the Listing Date, the Management Fee is payable at an annual rate of: (i) 1.5% of our average gross assets that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, at the end of the two most recently completed calendar quarters payable quarterly in arrears, and 16 (ii) 1.00% of our average gross assets that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, at the end of the two most recently completed calendar quarters payable quarterly in arrears.
For example, this discussion does not describe tax consequences that we have assumed to be generally known by investors or certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including persons who hold our common stock as part of a straddle or a hedging, integrated or constructive sale transaction, persons subject to the alternative minimum tax, tax-exempt organizations, insurance companies, brokers or dealers in securities, pension plans and trusts, persons whose functional currency is not the U.S. dollar, U.S. expatriates, regulated investment companies, real estate investment trusts, personal holding companies, persons required to accelerate the recognition of gross income as a result of such income being recognized on an applicable financial statement, persons who acquire an interest in the Company in connection with the performance of services, and financial institutions.
For example, this discussion does not describe tax consequences that we have assumed to be generally known by investors or certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including persons who hold our common stock as part of a straddle or a hedging, integrated or constructive sale transaction, persons subject to the alternative minimum tax, tax-exempt organizations, insurance companies, brokers or dealers in securities, pension plans and trusts, persons whose functional currency is not the U.S. dollar, certain former citizens or long-term residents of the United States, regulated investment companies, real estate investment trusts, personal holding companies, persons required to accelerate the recognition of gross income as a result of such income being recognized on an applicable financial statement, persons who acquire an interest in the Company in connection with the performance of services, and financial institutions.
Once the “hurdle rate” is reached and catch-up is achieved, (i) prior to an Exchange Listing, 10% of any pre-Incentive Fee net investment income in excess of 1.67% in any calendar quarter is payable to the Adviser, and (ii) subsequent to an Exchange Listing, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any calendar quarter is payable to the Adviser.
Once the “hurdle rate” is reached and catch-up is achieved, (i) prior to the Listing Date, 10% of any pre-Incentive Fee net investment income in excess of 1.67% in any calendar quarter is payable to the Adviser, and (ii) subsequent to the Listing Date, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any calendar quarter is payable to the Adviser.
Taxation as a Regulated Investment Company We have elected to be treated and intend to qualify each year as a RIC under Subchapter M of the Code; however, no assurance can be given that we will be able to maintain our RIC tax treatment.
Taxation as a Regulated Investment Company We have elected to be treated and intend to qualify each year as a RIC under the Code; however, no assurance can be given that we will be able to maintain our RIC tax treatment.
Under either election, we may be required to recognize income in excess of distributions from PFICs and our proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the 4% U.S. federal excise tax.
Under either election, we may be required to recognize income in excess of distributions from PFICs and our proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the Excise Tax Distribution Requirement.
Blue Owl adopted an ESG policy, which applies to all asset classes, industries and countries in which Blue Owl does business and the products it manages. The Adviser believes that incorporating relevant ESG factors into its corporate and investment practices has the potential to meaningfully contribute to our value.
Blue Owl adopted an ESG and responsible investing policy, which applies to all asset classes, industries and countries in which Blue Owl does business and the products it manages. The Adviser believes that incorporating business relevant ESG factors into its corporate and investment activities has the potential to meaningfully contribute to our value.
If we fail to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, we would be subject to U.S. federal income tax on all of our taxable income (including our net capital gains) imposed at regular corporate rates.
If we fail to qualify for treatment as a RIC, and certain relief provisions are not applicable, we will be subject to U.S. federal income tax on all of our taxable income (including our net capital gains) imposed at regular corporate rates.
As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of other Blue Owl Credit Clients and other Blue Owl clients that avail themselves of the Order. Cancellation of the Investment Advisory Agreement.
As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the Blue Owl Credit Clients and other Blue Owl clients that avail themselves of the Order.
Our day-to-day investment operations are managed by the Adviser. The services necessary for the origination and administration of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates. The Investment Team is focused on origination and transaction development and the ongoing monitoring of our investments.
The services necessary for the origination and administration of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates. The Investment Team is focused on origination and transaction development and the ongoing monitoring of our investments.
Any partner of a partnership holding our common stock should consult its tax advisers with respect to the purchase, ownership and disposition of such shares. Tax matters are very complicated and the tax consequences to an investor of an investment in our common stock will depend on the facts of his, her or its particular situation.
Any partner of a partnership holding our common stock should consult his, her or its own tax advisers with respect to the U.S. federal income tax consequences of the purchase, ownership and disposition of such shares. 25 Tax matters are very complicated and the tax consequences to an investor of an investment in our common stock will depend on the facts of his, her or its particular situation.
We rely on the Order that permits us to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
We rely on 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.
The number of shares to be issued to a shareholder under the dividend reinvestment plan will be determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of our common stock, as of the last day of the calendar quarter immediately preceding the date such distribution was declared.
Prior to the Exchange Listing, the number of shares to be issued to a shareholder under the dividend reinvestment plan was determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of the Company’s common stock, as of the last day of the Company’s calendar quarter immediately preceding the date such distribution was declared.
On May 6, 2024, the Board approved the continuation of the Investment Advisory Agreement. The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment.
On May 5, 2025, the Board approved the continuation of the Investment Advisory Agreement. The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment.
This summary does not discuss any aspects of U.S. estate, alternative minimum, or gift tax or foreign, state or local tax. It also does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets. 29 For purposes of this discussion, a “U.S.
This summary does not discuss any aspects of U.S. estate tax, U.S. state or local taxation or non-U.S. taxation. It also does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets. For purposes of this discussion, a “U.S.
Prior to an Exchange Listing the Management Fee is payable at an annual rate of 0.90% of: (i) our average gross assets at the end of our two most recently completed calendar quarters, plus (ii) the average of any remaining unfunded Capital Commitments to us at the end of the two most recently completed calendar quarters; provided, however, that no Management Fee will be charged on the value of our gross assets that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act.
Prior to June 12, 2025 (the “Listing Date”), the Management Fee was payable at an annual rate of 0.90% of: (i) our average gross assets at the end of our two most recently completed calendar quarters, plus (ii) the average of any remaining unfunded Capital Commitments to us at the end of the two most recently completed calendar quarters; provided, however, that no Management Fee was be charged on the value of our gross assets that was below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act.
The Administration Agreement became effective on May 18, 2021 and the continuation of the Administration Agreement was approved by the Board on May 6, 2024.Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective and from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, a majority of the independent directors.
Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective and from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, a majority of the independent directors.
The portion of the Incentive Fee based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following the Initial Closing Date, and equals (i) prior to an Exchange Listing, 100% of the pre- Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 10% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.67% quarterly, 10% of all remaining pre- Incentive Fee net investment income for that calendar quarter, and (ii) subsequent to an Exchange Listing, 100% of the pre- Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income 20 in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that calendar quarter.
The portion of the Incentive Fee based on income is determined and paid quarterly in arrears, and equals (i) prior to the Listing Date, 100% of the pre- Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser received 10% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.67% quarterly, 10% of all remaining pre- Incentive Fee net investment income for that calendar quarter, and (ii) subsequent to the Listing Date, 100% of the pre- Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that calendar quarter.
Rule 18f-4 exempts BDCs that qualify as "limited derivatives users" from the aforementioned requirement, 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. We currently qualify as a "limited derivatives user" and expect to continue to do so.
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. We currently qualify as a “limited derivatives user” and expect to continue to do so.
Board Approval of the Investment Advisory Agreement On May 6, 2024, the Board held an in-person meeting to consider and approve the continuation of the Investment Advisory Agreement and related matters.
Board Approval of the Investment Advisory Agreement On May 5, 2025, the Board held an in-person meeting to consider and approve the continuation of the Investment Advisory Agreement and related matters.
Federal Income Tax – We will be subject to U.S. federal income tax at corporate rates if we are unable to qualify and maintain our tax treatment as a RIC under Subchapter M of the Code or if we make investments through taxable subsidiaries.” Dividend Reinvestment Plan We have adopted an “opt out” dividend reinvestment plan, pursuant to which we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distribution in cash as provided below.
Federal Income Tax – We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under subchapter M of the Code.” Dividend Reinvestment Plan We have adopted a dividend reinvestment plan, pursuant to which, we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distribution in cash as provided below.
We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) in each calendar year an amount at least equal to the sum of: • 98% of our net ordinary income, excluding certain ordinary gains and losses, recognized during a 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 such calendar year; and • 100% of any income or gains recognized, but not distributed, in preceding years. 18 We have previously incurred, and can be expected to incur in the future, such excise tax on a portion of our income and gains.
We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) in each calendar year an amount at least equal to the sum of: • 98% of our net ordinary income, excluding certain ordinary gains and losses, recognized during a 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 such calendar year; and • certain undistributed amounts from previous years on which we paid no U.S. federal income tax. 14 We have previously incurred, and can be expected to incur such excise tax on a portion of our income and gains.
If we hold more than 10% of the shares in a foreign corporation that is treated as a controlled foreign corporation, or “CFC,” we may be treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to our pro rata share of certain of the corporation’s income for the tax year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution during such year.
We intend to limit and/or manage our holdings in PFICs to minimize our liability for any taxes and related interest charges. 27 If we hold more than 10% of the shares in a foreign corporation that is treated as a controlled foreign corporation, or “CFC,” we may be treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to our pro rata share of certain of the corporation’s income for the tax year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution during such year.
To determine whether pre-Incentive Fee net investment income exceeds the hurdle rate, pre-Incentive Fee net investment income is expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter commencing with the first calendar quarter following the Initial Closing Date.
To determine whether pre-Incentive Fee net investment income exceeds the hurdle rate, pre-Incentive Fee net investment income is expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter.
If we qualify as a RIC, and satisfy the Annual Distribution Requirement, then we will not be subject to U.S. federal income tax on the portion of our income we timely distribute (or are deemed to distribute) to our shareholders.
If we qualify as a RIC, and satisfy the Annual Distribution Requirement, then we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain that we timely distribute (or are deemed to distribute) to our shareholders as dividends.
We make available free of charge on our website ( www.blueowl.com/our-reit-bdcs ) our annual reports on Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K. The SEC also maintains a website ( www.sec.gov ) that contains such information.
We make available free of charge on our website ( https://www.blueowltechnologyfinance.com/ ) our annual reports on Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K, and amendments to these reports. The SEC also maintains a website ( www.sec.gov ) that contains such information.
Based on the information reviewed and the discussion thereof, the Board, including a majority of the non-interested directors, concluded that the investment advisory fee rates are reasonable in relation to the services provided and approved the continuation of the Investment Advisory Agreement as being in the best interests of our shareholders.
Based on the information reviewed and the discussion thereof, the Board, including a majority of the non-interested directors, concluded that the investment advisory fee rates are reasonable in relation to the services provided and approved the continuation of the Investment Advisory Agreement as being in the best interests of our shareholders. 18 Administration Agreement The description below of the Administration Agreement is only a summary and is not necessarily complete.
Employees We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of the Adviser or its affiliates, pursuant to the terms of the Investment Advisory Agreement and the Administration Agreement. Each of our executive officers is employed by the Adviser or its affiliates.
Services necessary for our business are provided by individuals who are employees of the Adviser or its affiliates, pursuant to the terms of the Investment Advisory Agreement and the Administration Agreement. Each of our executive officers is employed by the Adviser or its affiliates. Our day-to-day investment operations are managed by the Adviser.
The Adviser has considered recommendations from the Task Force on Climate-Related Financial Disclosures in the design and implementation of its climate risk management program, including topics related to governance, strategy, risk management and metrics. Diversity, Equity and Inclusion We and the Adviser are committed to fostering and preserving a culture of diversity, equity and inclusion.
The Adviser has considered recommendations from the Task Force on Climate-Related Financial Disclosures in the design and implementation of its climate risk management program, including topics related to governance, strategy, risk management and metrics.
Other than with respect to this limited license, we have no legal right to the “Blue Owl” name or logo.
Other than with respect to this limited license, we have no legal right to the “Blue Owl” name or logo. Employees We do not currently have any employees and do not expect to have any employees.
ITEM 7. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS —Financial Condition, Liquidity and Capital Resources — Debt ”.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS —Financial Condition, Liquidity and Capital Resources — Debt ”.
The Blue Owl Credit Advisers’ allocation policy incorporates the conditions of the Order and seeks to ensure equitable allocation of investment opportunities between us and/or other funds managed by the Adviser or its affiliates over time.
The Blue Owl Credit Advisers’ allocation policies seek to ensure equitable allocation of investment opportunities between us and/or other funds managed by the Adviser or its affiliates.
Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even though we will not have received the corresponding cash amount.
Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even though we will not have received the corresponding cash amount. 26 Although we do not presently expect to do so, we are authorized to borrow funds, to sell assets and to make taxable distributions of our stock and debt securities in order to satisfy the Annual Distribution Requirement.
Administration Agreement The description below of the Administration Agreement is only a summary and is not necessarily complete. The description set forth below is qualified in its entirety by reference to the Administration Agreement.
The description set forth below is qualified in its entirety by reference to the Administration Agreement.
The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act.
The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. 21 In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a Majority of the Outstanding Shares of our common stock.
While we intend to distribute any income and capital gains in order to avoid imposition of this 4% U.S. federal excise tax, we may not be successful in avoiding entirely the imposition of this tax.
While we intend to distribute sufficient income and capital gains to our shareholders in each taxable year in order to avoid imposition of this 4% U.S. federal excise tax, there can be no assurance that we will be successful in avoiding entirely the imposition of this tax.
Blue Owl believes there is an opportunity to “make community our culture” by building a robust citizenship program that is integrated, community-centered, and employee-enriched, including: • Blue Owl Leads Together, its global employee volunteerism and giving program, allows employees to engage with each other and with the communities in which we live and work; • Blue Owl Gives, which advances Blue Owl’s philanthropic mission —of unlocking opportunity by providing access to college, to career, and to capital —through strategic nonprofit partnerships; and • Blue Owl Celebrates, which honors various heritage and affinity months throughout the year by spotlighting important nonprofit causes, profiling opportunities for learning and action, and hosting a variety of guest speakers.
Blue Owl is committed to building a robust citizenship program that is integrated, community-centered, and employee-enriched, including: • Blue Owl Leads Together, its global employee volunteerism and giving program, allows employees to engage with one another and with the communities in which we live and work; and • Blue Owl Gives, which advances Blue Owl’s philanthropic mission—unlocking opportunity by powering access to college, to careers, and to capital—through strategic nonprofit partnerships.
To the 22 extent that the Adviser outsources any of its functions we will pay the fees associated with such functions without profit to the Adviser.
In addition, the Adviser may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. To the extent that the Adviser outsources any of its functions we will pay the fees associated with such functions without profit to the Adviser.
This discussion does not purport to be a complete description of the income tax considerations applicable to such an investment.
Federal Income Tax Considerations The following discussion is a general summary of certain U.S. federal income tax considerations applicable to us and to an investment in our common stock. This discussion does not purport to be a complete description of the income tax considerations applicable to such an investment.
Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to our shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to our shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office. 24 We are also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.
Any fractional share otherwise issuable to a participant in the dividend reinvestment plan will instead be paid in cash.
As described below, we may purchase shares in the open market or use newly issued shares to implement the dividend reinvestment plan. Any fractional share otherwise issuable to a participant in the dividend reinvestment plan will instead be paid in cash.
See “— Investment Advisory Agreement” and “— Administration Agreement.” Corporate Sustainability Our and the Adviser’s corporate sustainability efforts seek to deliver positive outcomes for our investors and the communities in which we operate.
See “— Investment Advisory Agreement” and “— Administration Agreement.” 20 Sustainability Our and the Adviser’s sustainability efforts seek to enable positive outcomes for our investors and the communities in which we operate. We believe our Adviser’s sustainability efforts reflect strong leadership and oversight by Blue Owl’s senior management and Blue Owl’s Board and Blue Owl’s commitment to its priority areas.
Department of Treasury ("Treasury") regulations, and administrative and judicial interpretations, each as of the date of this report and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the IRS regarding any matter discussed herein.
Department of Treasury (“Treasury”) regulations, and administrative and judicial interpretations, each as of the date of this report and all of which are subject to change at any time, possibly retroactively, which could affect the continuing validity of this discussion and could be applied in a manner that adversely impact shareholders.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

13 edited+4 added−20 removed7 unchanged
Biggest changeBased on our Consolidated Statements of Assets and Liabilities as of December 31, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month reference rate election and there are no changes in our investment and borrowing structure: ($ in millions) Interest Income Interest Expense Net Income (1) Up 300 basis points $ 147.9 $ 42.5 $ 105.4 Up 200 basis points $ 98.6 $ 28.3 $ 70.3 Up 100 basis points $ 49.3 $ 14.2 $ 35.1 Down 100 basis points $ (49.3) $ (14.2) $ (35.1) Down 200 basis points $ (98.6) $ (28.3) $ (70.3) Down 300 basis points $ (147.7) $ (42.5) $ (105.2) ________________ (1) Excludes the impact of income-based fees.
Biggest changeBased on our Consolidated Statements of Assets and Liabilities as of December 31, 2025, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month reference rate and there are no changes in our investment and borrowing structure: ($ in thousands) Interest Income Interest Expense (1) Net Income (2) Up 300 basis points $ 355,900 $ 167,835 $ 188,065 Up 200 basis points $ 237,267 $ 111,890 $ 125,377 Up 100 basis points $ 118,633 $ 55,945 $ 62,688 Down 100 basis points $ (118,633) $ (55,945) $ (62,688) Down 200 basis points $ (237,215) $ (111,890) $ (125,325) Down 300 basis points $ (352,874) $ (167,835) $ (185,039) (1) Includes the impact of our interest rate swaps as a result of interest rate changes.
To the extent the loan, issuance or investment is based on a floating rate other 119 than a rate under which we can borrow under our credit facilities, we may utilize interest rate derivatives to hedge our exposure to changes in the associated rate.
To the extent the loan, issuance or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may utilize interest rate derivatives to hedge our exposure to changes in the associated rate.
Instead of entering into a foreign currency forward contract in connection with loans or other investments denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan, issuance or investment.
Instead of entering into a foreign currency forward contract in connection with loans or other investments denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan, or investment.
As of December 31, 2024 and December 31, 2023, we held the majority of our cash balances with a single highly rated money center bank and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions.
As of December 31, 2025 and December 31, 2024, we held the majority of our cash balances with a single highly rated money center bank and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions.
Inflation Risk Inflation is likely to continue in the near to medium-term, particularly in the United States, with the possibility that monetary policy may continue to tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins. 120 PART I. CONSOLIDATED FINANCIAL INFORMATION Item 8.
Inflation Risk Inflation is likely to continue in the near to medium-term, particularly in the United States, with the possibility that monetary policy may continue to tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins. 127
See “ ITEM 1. - Notes to Consolidated Financial Statements - Note 3. Agreements and Related Party Transactions ” of our consolidated financial statements for more information on income-based fees. We may hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options, and forward contracts.
(2) Excludes the impact of income based fees. See “ Note 3 — Agreements and Related Party Transactions ” to our consolidated financial statements included in this Annual Report for more information on the income based fees. We may hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options, and forward contracts.
Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below. As of December 31, 2024, 95.9% of our debt investments based on fair value were at floating rates.
Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below. As of December 31, 2025, 96.2% of our debt investments based on fair value were floating rates. Additionally, the weighted average floating rate floor, based on fair value, of our debt investments was 0.8%.
If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. Interest Rate Risk Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates.
If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are subject to financial market risks, including valuation risk, interest rate risk, currency risk, credit risk and inflation risk. Valuation Risk We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are subject to financial market risks, including valuation risk, interest rate risk, currency risk, credit risk and inflation risk.
While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates.
While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates. 126 Currency Risk From time to time, we may make investments that are denominated in a foreign currency, borrow in certain foreign currencies under our credit facilities or issue notes in certain foreign currencies.
We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us.
These investments, borrowings and issuances are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us.
The June 2025 Notes, December 20205 Notes, June 2026 Notes and January 2027 Notes bear interest at fixed rates. CLO 2020-1 bears interest at fixed and variable rates.
The June 2026 Notes, January 2027 Notes, March 2028 Notes, September 2028 Notes and April 2029 Notes bear interest at fixed rates. The April 2029 Notes and March 2028 Notes are hedged against interest rate swap instruments. Athena CLO IV bears interest at fixed and variable rates.
Additionally, the weighted average floor, based on fair value, of our debt investments was 0.79% and the majority of our debt investments have a floor of 1.00%. The Revolving Credit Facility and SPV Asset Facilities bear interest at variable rates with interest rate floors of 0.0%.
The Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, Athena CLO II, and Athena CLO V bear interest at variable interest rates with an interest rate floor of 0.0%.
Removed
Currency Risk From time to time, we may make investments that are denominated in a foreign currency, borrow in certain foreign currencies under our credit facilities or issue notes in certain foreign currencies. These investments, borrowings and issuances are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates.
Added
Uncertainty with respect to the imposition of tariffs on and trade disputes with certain countries, the fluctuations in global interest rates, the ongoing war between Russia and Ukraine, continued political unrest in various countries such as Venezuela, the conflicts in the Middle East and North Africa regions, a prolonged government shutdown and concerns over future increases in inflation or adverse investor sentiment generally, introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below.
Removed
Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firms (KPMG LLP, New York, New York, PCAOB ID 185) F- 2 Consolidated Statements of Assets and Liabilities as of December 31, 2024 & 2023 F- 4 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 & 2022 F- 5 Consolidated Schedules of Investments as of December 31, 2024 & 2023 F- 7 Consolidated Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 & 2022 F- 41 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 & 2022 F- 42 Notes to Consolidated Financial Statements F- 43 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Blue Owl Technology Finance Corp.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of assets and liabilities of Blue Owl Technology Finance Corp. and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).
Added
Valuation Risk We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies.
Removed
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
Added
The independent third-party valuation firm(s) engaged at the discretion of the Adviser and its affiliates are full service financial institutions engaged in a variety of activities and from time to time we may receive or provide additional services to or from such independent third-party valuation firm(s).
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Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
Added
Interest Rate Risk Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates.
Removed
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Removed
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Removed
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Removed
Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Removed
Such procedures also included confirmation of securities owned as of December 31, 2024 and 2023, by correspondence with the custodian, agent banks, or portfolio companies; when replies were not received, we performed other appropriate auditing procedures.
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Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
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Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
Removed
The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Removed
Assessment of Fair Value of Investments As discussed in Notes 2 and 6 to the consolidated financial statements, the Company determines fair value for investments that are not publicly traded or for which there is no readily determinable market value by using unobservable inputs and assumptions.
Removed
As of December 31, 2024, the fair value of such investments (“Level 3 investments”) was $6.1 billion. We identified the assessment of the fair value measurement of substantially all of the Level 3 investments as a critical audit matter. Subjective auditor judgment was required to evaluate these fair value measurements as they involved a high degree of measurement uncertainty.
Removed
Specifically, the assessment of these fair value measurements encompassed the evaluation of assumptions related to market yields for similar investments and risk profiles used in yield analyses for debt and other interest-bearing investments and comparable financial performance multiples used in determining enterprise values for equity investments. The following are the primary procedures we performed to address this critical audit matter.
Removed
We evaluated the design of certain internal controls related to the fair value measurement process, including controls related to the development of the market yields and financial performance multiples assumptions used in the Company’s fair value measurements.
Removed
We evaluated the Company’s ability to estimate fair value by comparing a selection of prior period fair values to the prices of transactions occurring subsequent to the prior period fair value measurement date.
Removed
We evaluated the Company’s market yields used to measure the fair value of its Level 3 investments by comparing such yields for a selection of investments to third-party market and industry data.
Removed
We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the reasonableness of the fair value measurement for a selection of Level 3 investments by: • developing an independent estimate of the fair value using independent market yields and financial performance multiples that were developed using relevant market and portfolio company financial information • comparing the results of our independent estimate of fair value to the Company’s fair value measurement.
Removed
F-2 /s/ KPMG LLP We have served as the Company’s auditor since 2021. New York, New York March 6, 2025 F-3