SEC Form 425 filed by Blue Owl Capital Corporation

Filed by Blue Owl Capital Corporation

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934

Subject Company: Blue Owl Capital Corporation II

Commission File No. 814-01219

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2025

 

 

BLUE OWL CAPITAL CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Maryland		814-01190		47-5402460
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

399 Park Avenue New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 419-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OBDC		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 2.02. Results of Operations and Financial Condition

On November 5, 2025, Blue Owl Capital Corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release, dated November 5, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

				Blue Owl Capital Corporation
November 5, 2025				By:		/s/ Jonathan Lamm
						Name:		Jonathan Lamm
						Title:		Chief Operating Officer and Chief Financial Officer

Exhibit 99.1

Blue Owl Capital Corporation Announces September 30, 2025 Financial Results

NEW YORK — November 5, 2025 — Blue Owl Capital Corporation (NYSE: OBDC) (“OBDC” or the “Company”) today announced financial results for its third quarter ended September 30, 2025.

THIRD QUARTER 2025 HIGHLIGHTS

 

•

Third quarter GAAP net investment income (“NII”) per share of $0.37

 

•

Third quarter adjusted NII per share(1) of $0.36, as compared with $0.40 as of June 30, 2025

 

•

Dividends declared for the fourth quarter were $0.37 per share, representing an annualized dividend yield of 9.9%(2)

 

•

Net asset value (“NAV”) per share of $14.89, as compared with $15.03 as of June 30, 2025, driven primarily by unrealized depreciation on a small number of names

 

•

New investment commitments for the third quarter were $1.3 billion and sales and repayments were $797 million, as compared with $1.1 billion of new investment commitments and $1.9 billion of sales and repayments for the three months ended June 30, 2025

 

•

Investments on non-accrual represented 1.3% of the portfolio at fair value, as compared with 0.7% as of June 30, 2025

 

•

Announced today that OBDC entered into a definitive merger agreement with Blue Owl Capital Corporation II (“OBDC II”)

“OBDC delivered another quarter of strong performance,” commented Craig W. Packer, Chief Executive Officer. “Our portfolio continues to demonstrate solid credit quality and underlying fundamentals, which have been hallmarks of our platform since inception. We are also excited to announce the merger between OBDC and OBDC II, a strategic transaction that we expect to enhance long-term value for both sets of shareholders as a combined company.”

OBDC to Merge with OBDC II

OBDC and OBDC II today announced that they have entered into a definitive merger agreement, with OBDC as the surviving company, subject to certain shareholder approvals and other customary closing conditions. Following the recommendation of each of their special committees, the boards of directors of both OBDC and OBDC II have unanimously approved the transaction. A separate press release and investor presentation can be found on the Company’s website, www.blueowlcapitalcorporation.com.

Dividend Declaration

The Board declared a fourth quarter 2025 regular dividend of $0.37 per share for stockholders of record as of December 31, 2025, payable on or before January 15, 2026.

New Repurchase Program

On November 4, 2025, OBDC’s board of directors approved a new repurchase program under which OBDC may repurchase up to $200 million of OBDC’s common stock (the “New Repurchase Program”). Under the New Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. The New Repurchase Program is expected to be in effect for 18-months or until the aggregate repurchase amount that has been approved by OBDC’s board has been expended. The New Repurchase Program does not require OBDC to repurchase any specific number of shares. OBDC previously entered into a $150 million repurchase program, approved by the Board on May 6, 2024 that terminates on November 7, 2025.

(1)

See Non-GAAP Financial Measures for a description of the non-GAAP measures and the reconciliations from the most comparable GAAP financial measures to the Company’s non-GAAP measures, including on a per share basis. The Company’s management utilizes these non-GAAP financial measures to internally analyze and assess financial results and performance. These measures are also considered useful by management as an additional resource for investors to evaluate the Company’s ongoing results and trends, as well as its performance, excluding non-cash income or gains related to the merger between the Company and Blue Owl Capital Corp. III (“OBDE”) (such merger, the “OBDE Merger”), which closed on January 13, 2025. The presentation of non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

(2)	Dividend yield based on OBDC’s annualized Q3 2025 regular dividend of $0.37 per share payable to shareholders of record as of September 30, 2025, and Q3 2025 NAV per share of $14.89.

SELECT FINANCIAL HIGHLIGHTS

 

		As Of And For the Three Months Ended
($ in thousands, except per share amounts)		September 30, 2025				June 30, 2025				September 30, 2024
GAAP results:
Net investment income per share		$	0.37			$	0.42			$	0.47
Net realized and unrealized gains (losses) per share		$	(0.12	)		$	(0.15	)		$	(0.13	)
Net increase (decrease) in net assets resulting from operations per share		$	0.25			$	0.27			$	0.35
Non-GAAP financial measures(1):
Adjusted net investment income per share		$	0.36			$	0.40			$	0.47
Adjusted net realized and unrealized gains (losses) per share		$	(0.11	)		$	(0.13	)		$	(0.13	)
Adjusted net increase (decrease) in net assets resulting from operations per share		$	0.25			$	0.27			$	0.35
Regular dividend declared per share		$	0.37			$	0.37			$	0.37
Supplemental dividend declared per share		$	—			$	0.02			$	0.05
Total investments at fair value		$	17,136,548			$	16,868,782			$	13,447,536
Total debt outstanding (net of unamortized debt issuance costs)		$	9,528,525			$	9,225,817			$	7,741,075
Net assets		$	7,611,271			$	7,682,397			$	5,961,849
Net asset value per share		$	14.89			$	15.03			$	15.28
Net debt-to-equity			1.22x				1.17x				1.23x

(1)

See Non-GAAP Financial Measures for a description of the non-GAAP measures and the reconciliations from the most comparable GAAP financial measures to the Company’s non-GAAP measures, including on a per share basis. The Company’s management utilizes these non-GAAP financial measures to internally analyze and assess financial results and performance. These measures are also considered useful by management as an additional resource for investors to evaluate the Company’s ongoing results and trends, as well as its performance, excluding non-cash income or gains related to the OBDE Merger. The presentation of non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

PORTFOLIO COMPOSITION

As of September 30, 2025, the Company had investments in 238 portfolio companies across 30 industries, with an aggregate portfolio size of $17.1 billion at fair value and an average investment size of $72.0 million at fair value.

 

		September 30, 2025								June 30, 2025
($ in thousands)		Fair Value				% of Total				Fair Value				% of Total
Portfolio composition:
First-lien senior secured debt investments		$	12,755,706				74.4	%		$	12,641,261				75.0	%
Second-lien senior secured debt investments			871,481				5.1	%			913,260				5.4	%
Unsecured debt investments			391,717				2.3	%			374,693				2.2	%
Specialty finance debt investments			155,201				0.9	%			132,173				0.8	%
Preferred equity investments			565,961				3.3	%			553,786				3.3	%
Common equity investments			694,041				4.1	%			661,095				3.9	%
Specialty finance equity			1,302,573				7.6	%			1,202,573				7.1	%
Joint ventures			399,868				2.3	%			389,941				2.3	%
Total investments		$	17,136,548							$	16,868,782

		September 30, 2025				June 30, 2025
Number of portfolio companies			238				233
Percentage of debt investments at floating rates			97.4	%			97.6	%
Percentage of senior secured debt investments			80.4	%			81.2	%
Weighted average spread over base rate of all floating rate debt investments			5.7	%			5.8	%
Weighted average total yield of accruing debt and income-producing securities at fair value			10.3	%			10.6	%
Weighted average total yield of accruing debt and income-producing securities at cost			10.4	%			10.7	%
Percentage of investments on non-accrual of the portfolio at fair value			1.3	%			0.7	%

PORTFOLIO AND INVESTMENT ACTIVITY

For the three months ended September 30, 2025, new investment commitments totaled $1.3 billion across 13 new portfolio companies and 23 existing portfolio companies. For the three months ended June 30, 2025, new investment commitments were $1.1 billion across 6 new portfolio companies and 19 existing portfolio companies.

For the three months ended September 30, 2025, the principal amount funded totaled $963 million and aggregate principal amount of sales and repayments totaled $797 million. For the three months ended June 30, 2025, the principal amount of new investments funded was $906 million and aggregate principal amount of sales and repayments was $1.9 billion.

		For the Three Months Ended September 30,
($ in thousands)		2025				2024
New investment commitments
Gross originations		$	1,347,128			$	1,151,667
Less: Sell downs			(9,127	)			—
Total new investment commitments		$	1,338,001			$	1,151,667
Principal amount of new investments funded:
First-lien senior secured debt investments		$	786,960			$	1,031,483
Second-lien senior secured debt investments			—				—
Unsecured debt investments			4,694				—
Specialty finance debt investments			20,406				13,468
Preferred equity investments			6,961				1,097
Common equity investments			17,796				—
Specialty finance equity investments			115,151				13,318
Joint venture investments			11,473				21,437
Total principal amount of new investments funded		$	963,441			$	1,080,803
Drawdowns (repayments) on revolvers and delayed draw term loans, net		$	106,648
Principal amount of investments sold or repaid:
First-lien senior secured debt investments(1)		$	(711,677	)		$	(1,027,432	)
Second-lien senior secured debt investments			(8,000	)			(65,812	)
Unsecured debt investments			—				—
Specialty finance debt investments			—				—
Preferred equity investments			(2,448	)			(20,295	)
Common equity investments			(4,694	)			(15	)
Specialty finance equity investments			(70,303	)			(1,065	)
Joint venture investments			—				—
Total principal amount of investments sold or repaid		$	(797,122	)		$	(1,114,619	)
Number of new investment commitments in new portfolio companies(2)			13				23
Average new investment commitment amount in new portfolio companies		$	62,419			$	42,251
Weighted average term for new investment commitments (in years)			5.6				4.4
Percentage of new debt investment commitments at floating rates			97.4	%			98.8	%
Percentage of new debt investment commitments at fixed rates			2.6	%			1.2	%
Weighted average interest rate of new investment commitments(3)			9.0	%			9.7	%
Weighted average spread over applicable base rate of new debt investment commitments at floating rates			5.0	%			5.1	%

(1)	Includes scheduled paydowns.

(2)	Number of new investment commitments represents commitments to a particular portfolio company.

(3)

For the three months ended September 30, 2025, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 3.98% as of September 30, 2025. For the three months ended September 30, 2024, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 4.59% as of September 30, 2024.

RESULTS OF OPERATIONS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2025

Investment Income

Investment income decreased to $453.1 million for the three months ended September 30, 2025 from $485.8 million for the three months ended June 30, 2025, primarily due to a decrease in prepayment related income and interest income from debt investments. Income associated with unscheduled paydowns decreased to $11.1 million for the three months ended September 30, 2025 from $32.1 million for the same period in prior quarter due to a lower level of unscheduled repayment related activity. The Company expects that investment income will vary based on a variety of factors including the pace of originations and repayments.

Expenses

Total expenses decreased to $260.0 million for the three months ended September 30, 2025 from $266.8 million for the three months ended June 30, 2025, primarily due to a decrease in management fees and incentive fees. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period-over-period.

Liquidity and Capital Resources

As of September 30, 2025, the Company had $321.3 million in cash and restricted cash, $9.6 billion in total principal value of debt outstanding, including $2.9 billion of undrawn capacity⁽¹⁾ on the Company’s credit facilities and $5.0 billion of unsecured notes. The funding mix was composed of 48% secured and 52% unsecured borrowings as of September 30, 2025 on an outstanding basis. The Company was in compliance with all financial covenants under its credit facilities as of September 30, 2025. The Company has analyzed cash and cash equivalents, availability under its credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn and believes its liquidity and capital resources are sufficient to take advantage of market opportunities.

CONFERENCE CALL AND WEBCAST INFORMATION

Conference Call Information:

The conference call will be broadcast live on November 6, 2025 at 10:00 a.m. Eastern Time on the News & Events section of OBDC’s website at www.blueowlcapitalcorporation.com. Please visit the website to test your connection before the webcast.

Participants are also invited to access the conference call by dialing one of the following numbers:

 

•

Domestic: (877) 737-7048

 

•

International: +1 (201) 689-8523

All callers will need to reference “Blue Owl Capital Corporation” once connected with the operator. All callers are asked to dial in 10-15 minutes prior to the call so that name and company information can be collected.

Replay Information:

An archived replay will be available for 14 days via a webcast link located on the News & Events section of OBDC’s website, and via the dial-in numbers listed below:

 

•

Domestic: (877) 660-6853

 

•

International: +1 (201) 612-7415

 

•

Access Code: 13755746

(1)	Reflects availability based on limitations related to each credit facility’s borrowing base.

ABOUT BLUE OWL CAPITAL CORPORATION

Blue Owl Capital Corporation (NYSE: OBDC) is a specialty finance company focused on lending to U.S. middle-market companies. As of September 30, 2025, OBDC had investments in 238 portfolio companies with an aggregate fair value of $17.1 billion. OBDC has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. OBDC is externally managed by Blue Owl Credit Advisors LLC, an SEC-registered investment adviser that is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform.

Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition of OBDC or OBDC II or the two-step merger (collectively, the “Mergers”) of OBDC II with and into OBDC. The forward-looking statements may include statements as to: future operating results of OBDC and OBDC II and distribution projections; business prospects of OBDC and OBDC II and the prospects of their portfolio companies; and the impact of the investments that OBDC and OBDC II expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the ability of the parties to consummate the Mergers on the expected timeline, or at all; (ii) the expected synergies and savings associated with the Mergers; (iii) the ability to realize the anticipated benefits of the Mergers, including the expected elimination of certain expenses and costs due to the Mergers; (iv) the percentage of OBDC II shareholders voting in favor of the proposals submitted for their approval; (v) the possibility that competing offers or acquisition proposals will be made to OBDC II; (vi) the possibility that any or all of the various conditions to the consummation of the Mergers may not be satisfied or waived; (vii) risks related to diverting management’s attention from ongoing business operations; (viii) the risk that shareholder litigation in connection with the Mergers may result in significant costs of defense and liability; (ix) changes in the economy, financial markets or political environment; (x) the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine, as well as political and social unrest in the Middle East and North Africa regions, uncertainty with respect to immigration, and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; (xi) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xii) conditions to OBDC’s and OBDC II’s operating areas, particularly with respect to maintaining their qualification as business development companies or regulated investment companies; (xiii) the impact of elevated inflation rates, fluctuating interest rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, changes in law or regulation, including the impact of tariff enactment and tax reductions, trade disputes with other countries, and the risk of recession or a prolonged shutdown of government services could impact business prospects of OBDC and OBDC II and their portfolio companies or following the closing of the Mergers, the combined company; (xiv) the ability of Blue Owl Credit Advisors LLC to locate suitable investments for the combined company and to monitor and administer its investments; (xv) the ability of Blue Owl Credit Advisors LLC to attract and retain highly talented professionals; and (xvi) other considerations that may be disclosed from time to time in OBDC’s and OBDC II’s publicly disseminated documents and filings with the Securities and Exchange Commission (“SEC”). OBDC and OBDC II have based the forward-looking statements included in this press release on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although OBDC and OBDC II undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that OBDC and OBDC II in the future may file with the SEC, including the Proxy Statement and the Registration Statement (each as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Additional Information and Where to Find It

In connection with the Mergers, OBDC II plans to file with the SEC and mail to its shareholders a proxy statement/ prospectus (the “Proxy Statement”) and OBDC plans to file with the SEC a registration statement on Form N-14 (the “Registration Statement”) that will include the Proxy Statement and a prospectus of OBDC. The Proxy Statement and Registration Statement will each contain important information about OBDC, OBDC II, the Mergers and related matters. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. SHAREHOLDERS OF OBDC AND OBDC II ARE URGED TO READ THE PROXY STATEMENT AND THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OBDC, OBDC II, THE MERGERS AND RELATED MATTERS. Investors and security holders will be able to obtain the documentation filed with the SEC free of charge at the SEC’s website, http:// www.sec.gov and for documents filed by OBDC, from OBDC’s website at https://www.blueowlcapitalcorporation.com and for documents filed by OBDC II, from OBDC II’s website at https://blueowlproducts.com. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participation in the Solicitation

OBDC II, its directors, certain of its executive officers and certain employees and officers of Blue Owl Credit Advisors LLC and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Merger. Information about directors and executive officers of OBDC II is set forth in its proxy statement for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2025. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the OBDC II shareholders in connection with the Mergers will be contained in the Proxy Statement when such document becomes available. These documents may be obtained free of charge from the sources indicated above.

INVESTOR CONTACTS

Investor Contact:

BDC Investor Relations

Michael Mosticchio

[email protected]

Media Contact:

Prosek Partners

Josh Clarkson

[email protected]

FINANCIAL HIGHLIGHTS

 

		For the Three Months Ended
		September 30,				June 30,				September 30,
($ in thousands, except per share amounts)		2025				2025				2024
Investments at fair value		$	17,136,548			$	16,868,782			$	13,447,536
Total assets		$	17,605,091			$	17,398,476			$	14,090,780
Net asset value per share		$	14.89			$	15.03			$	15.28
GAAP results:
Total investment income		$	453,065			$	485,843			$	406,029
Net investment income		$	190,084			$	216,708			$	184,912
Net increase (decrease) in net assets resulting from operations		$	128,181			$	137,506			$	135,358
GAAP per share results:
Net investment income		$	0.37			$	0.42			$	0.47
Net realized and unrealized gains (losses)		$	(0.12	)		$	(0.15	)		$	(0.13	)
Net increase (decrease) in net assets resulting from operations		$	0.25			$	0.27			$	0.35
Non-GAAP financial measures(1):
Adjusted total investment income		$	446,307			$	474,907			$	406,029
Adjusted net investment income		$	183,326			$	205,772			$	184,912
Adjusted net increase (decrease) in net assets resulting from operations		$	128,181			$	137,506			$	135,358
Non-GAAP per share financial measures(1):
Adjusted net investment income		$	0.36			$	0.40			$	0.47
Adjusted net realized and unrealized gains (losses)		$	(0.11	)		$	(0.13	)		$	(0.13	)
Adjusted net increase (decrease) in net assets resulting from operations		$	0.25			$	0.27			$	0.35
Base dividend declared per share		$	0.37			$	0.37			$	0.37
Supplemental dividend declared per share		$	—			$	0.02			$	0.05
Weighted average yield of accruing debt and income producing securities at fair value			10.3	%			10.6	%			11.5	%
Weighted average yield of accruing debt and income producing securities at amortized cost			10.4	%			10.7	%			11.6	%
Percentage of debt investments at floating rates			97.4	%			97.6	%			96.3	%

(1)

See Non-GAAP Financial Measures for a description of the non-GAAP measures and the reconciliations from the most comparable GAAP financial measures to the Company’s non-GAAP measures, including on a per share basis. The Company’s management utilizes these non-GAAP financial measures to internally analyze and assess financial results and performance. These measures are also considered useful by management as an additional resource for investors to evaluate the Company’s ongoing results and trends, as well as its performance, excluding non-cash income or gains related to the OBDE Merger. The presentation of non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(Amounts in thousands, except share and per share amounts)

 

		September 30, 2025
		(Unaudited)				December 31, 2024
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $14,887,896 and $11,511,987, respectively)		$	14,868,718			$	11,451,457
Non-controlled, affiliated investments (amortized cost of $117,120 and $233,105, respectively)			74,987				235,060
Controlled, affiliated investments (amortized cost of $2,044,382 and $1,424,298, respectively)			2,192,843				1,508,028
Total investments at fair value (amortized cost of $17,049,398 and $13,169,390, respectively)			17,136,548				13,194,545
Cash (restricted cash of $46,999 and $82,387, respectively)			317,183				505,692
Foreign cash (cost of $4,109 and $8,539, respectively)			4,116				8,464
Interest and dividend receivable			105,395				105,881
Receivable from a controlled affiliate			25,165				16,970
Prepaid expenses and other assets			16,684				34,012
Total Assets		$	17,605,091			$	13,865,564
Liabilities
Debt (net of unamortized debt issuance costs of $100,312 and $84,363, respectively)		$	9,528,525			$	7,457,702
Distribution payable			189,088				144,381
Management fee payable			62,098				49,058
Incentive fee payable			38,822				39,082
Payables to affiliates			12,842				6,083
Payable for investments purchased			9,997				—
Accrued expenses and other liabilities			152,448				216,417
Total Liabilities		$	9,993,820			$	7,912,723
Commitments and contingencies (Note 8)
Net Assets
Common shares $0.01 par value, 1,000,000,000 shares authorized; 511,048,237 and 390,217,304 shares issued and outstanding, respectively			5,111				3,902
Additional paid-in-capital			7,673,114				5,919,539
Accumulated undistributed (overdistributed) earnings			(66,954	)			29,400
Total Net Assets		$	7,611,271			$	5,952,841
Total Liabilities and Net Assets		$	17,605,091			$	13,865,564
Net Asset Value Per Share		$	14.89			$	15.26

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share amounts)

(Unaudited)

 

		For the Three Months								For the Six Months
		Ended September 30,								Ended September 30,
		2025				2024				2025				2024
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income		$	349,053			$	299,598			$	1,090,278			$	881,408
Payment-in-kind (“PIK”) interest income			28,072				45,561				93,045				131,068
Dividend income			22,224				17,115				64,565				54,764
Other income			4,003				5,326				14,861				16,627
Total investment income from non-controlled, non-affiliated investments			403,352				367,600				1,262,749				1,083,867
Investment income from non-controlled, affiliated investments:
Interest income			432				471				1,266				579
Payment-in-kind (“PIK”) interest income			844				180				2,748				312
Dividend income			16				12				571				74
Other income			26				11				96				11
Total investment income from non-controlled, affiliated investments:			1,318				674				4,681				976
Investment income from controlled, affiliated investments:
Interest income			10,442				7,589				29,241				22,760
Payment-in-kind (“PIK”) interest income			—				359				—				1,062
Dividend income			37,920				29,627				106,794				93,151
Other income			33				180				89				550
Total investment income from controlled, affiliated investments			48,395				37,755				136,124				117,523
Total Investment Income			453,065				406,029				1,403,554				1,202,366
Operating Expenses
Interest expense			151,019				121,273				451,122				349,527
Management fees, net(1)			62,096				49,264				188,840				144,512
Performance based incentive fees			38,822				39,224				123,500				118,111
Professional fees			4,052				3,476				11,122				11,185
Directors’ fees			633				320				1,273				960
Other general and administrative			3,267				4,001				10,477				10,051
Total Operating Expenses			259,889				217,558				786,334				634,346
Net Investment Income (Loss) Before Taxes			193,176				188,471				617,220				568,020
Income tax expense (benefit)			3,092				3,559				9,124				11,209
Net Investment Income (Loss) After Taxes		$	190,084			$	184,912			$	608,096			$	556,811
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments		$	(65,542	)		$	33,552			$	5,222			$	(32,267	)
Non-controlled, affiliated investments			(25,856	)			(143	)			(41,267	)			251
Controlled, affiliated investments			27,818				(24,132	)			61,913				(22,187	)
Translation of assets and liabilities in foreign currencies and other transactions			(505	)			(2,321	)			16,862				7,917
Income tax (provision) benefit			(1,490	)			(1,178	)			(3,252	)			(1,188	)
Total Net Change in Unrealized Gain (Loss)			(65,575	)			5,778				39,478				(47,474	)
Net realized gain (loss):
Non-controlled, non-affiliated investments		$	(1,298	)		$	(55,368	)		$	(132,396	)		$	(60,408	)
Foreign currency transactions			4,970				36				(6,858	)			(8,834	)
Total Net Realized Gain (Loss)			3,672				(55,332	)			(139,254	)			(69,242	)
Total Net Realized and Change in Unrealized Gain (Loss)			(61,903	)			(49,554	)			(99,776	)			(116,716	)
Net Increase (Decrease) in Net Assets Resulting from Operations		$	128,181			$	135,358			$	508,320			$	440,095
Earnings Per Share - Basic and Diluted		$	0.25			$	0.35			$	1.01			$	1.13
Weighted Average Shares Outstanding - Basic and Diluted			511,048,237				390,217,304				505,700,153				390,018,665

(1)	Refer to 10-Q Note 3 “Agreements and Related Party Transactions” for additional details on management fee waiver.

NON-GAAP FINANCIAL MEASURES

On a supplemental basis, the Company is disclosing certain adjusted financial measures, each of which is calculated and presented on a basis of methodology other than in accordance with GAAP (“non-GAAP”). The Company’s management utilizes these non-GAAP financial measures to internally analyze and assess financial results and performance. These measures are also considered useful by management as an additional resource for investors to evaluate the Company’s ongoing results and trends, as well as its performance, excluding non-cash income or gains related to the OBDE Merger. The presentation of non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

 

•

“Adjusted Total Investment Income” and “Adjusted Total Investment Income Per Share”: represents total investment income excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OBDE Merger.

 

•

“Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share”: represents net investment income, excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OBDE Merger.

 

•

“Adjusted Net Realized and Unrealized Gains (Losses)” and “Adjusted Net Realized and Unrealized Gains (Losses) Per Share”: represents net realized and unrealized gains (losses) excluding any net realized and unrealized gains (losses) resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OBDE Merger.

 

•

“Adjusted Net Increase (Decrease) in Net Assets Resulting from Operations” and “Adjusted Net Increase (Decrease) in Net Assets Resulting from Operations Per Share”: represents the sum of (i) Adjusted Net Investment Income and (ii) Adjusted Net Realized and Unrealized Gains (Losses).

The OBDE Merger was accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”). The consideration paid to the stockholders of OBDE was allocated to the individual assets acquired and liabilities assumed based on the relative fair values of the net identifiable assets acquired other than “non-qualifying” assets, which established a new cost basis for the acquired investments under ASC 805 that, in aggregate, was different than the historical cost basis of the acquired investments prior to the OBDE Merger. Additionally, immediately following the completion of the OBDE Merger, the acquired investments were marked to their respective fair values under ASC 820, Fair Value Measurements, which resulted in unrealized appreciation/depreciation. The new cost basis established by ASC 805 on debt investments acquired will accrete/amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation/depreciation on such investment acquired through its ultimate disposition. The new cost basis established by ASC 805 on equity investments acquired will not accrete/amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain/loss with a corresponding reversal of the unrealized appreciation/depreciation on disposition of such equity investments acquired.

The Company’s management uses the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not adjusted the cost basis of certain investments pursuant to ASC 805. The Company’s management believes “Adjusted Total Investment Income”, “Adjusted Total Investment Income Per Share”, “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” are useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to the income resulting from the new cost basis of the investments acquired in the OBDE Merger because these amounts do not impact the fees payable to Blue Owl Credit Advisors LLC (the “Adviser”) under the fourth amended and restated investment advisory agreement (the “Investment Advisory Agreement”) between the Company and the Adviser, and specifically as its relates to “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share”. In addition, the Company’s management believes that “Adjusted Net Realized and Unrealized Gains (Losses)”, “Adjusted Net Realized and Unrealized Gains (Losses) Per Share”, “Adjusted Net Increase (Decrease) in Net Assets Resulting from Operations” and “Adjusted Net Increase (Decrease) in Net Assets Resulting from Operations Per Share” are useful to investors as they exclude the non-cash income and gain/loss resulting from the OBDE Merger and are used by management to evaluate the economic earnings of its investment portfolio. Moreover, these metrics more closely align the Company’s key financial measures with the calculation of incentive fees payable to the Adviser under the Investment Advisory Agreement (i.e., excluding amounts resulting solely from the lower cost basis of the acquired investments established by ASC 805 that would have been to the benefit of the Adviser absent such exclusion).

The following table provides a reconciliation of total investment income (the most comparable U.S. GAAP measure) to adjusted total investment income for the periods presented:

 

		For the Three Months Ended
		September 30, 2025								June 30, 2025								September 30, 2024
($ in millions, except per share amounts)		Amount				Per Share				Amount				Per Share				Amount				Per Share
Total investment income		$	453			$	0.89			$	486			$	0.95			$	406			$	1.04
Less: purchase discount amortization		$	(7	)		$	(0.01	)		$	(11	)		$	(0.02	)		$	—			$	—
Adjusted total investment income(1)		$	446			$	0.87			$	475			$	0.93			$	406			$	1.04

The following table provides a reconciliation of net investment income (the most comparable U.S. GAAP measure) to adjusted net investment income for the periods presented:

 

		For the Three Months Ended
		September 30, 2025								June 30, 2025								September 30, 2024
($ in millions, except per share amounts)		Amount				Per Share				Amount				Per Share				Amount				Per Share
Net investment income		$	190			$	0.37			$	217			$	0.42			$	185			$	0.47
Less: purchase discount amortization		$	(7	)		$	(0.01	)		$	(11	)		$	(0.02	)		$	—			$	—
Adjusted net investment income(1)		$	183			$	0.36			$	206			$	0.40			$	185			$	0.47

The following table provides a reconciliation of net realized and unrealized gains (losses) (the most comparable U.S. GAAP measure) to adjusted net realized and unrealized gains (losses) for the periods presented:

 

		For the Three Months Ended
		September 30, 2025								June 30, 2025								September 30, 2024
($ in millions, except per share amounts)		Amount				Per Share				Amount				Per Share				Amount				Per Share
Net realized and unrealized gains (losses)		$	(62	)		$	(0.12	)		$	(79	)		$	(0.15	)		$	(50	)		$	(0.13	)
Net change in unrealized (appreciation) depreciation due to the purchase discount		$	7			$	0.01			$	11			$	0.02			$	—			$	—
Realized gain (loss) due to the purchase discount(2)		$	(0	)		$	(0.00	)		$	(0	)		$	(0.00	)		$	—			$	—
Adjusted net realized and unrealized gains (losses)(1)		$	(55	)		$	(0.11	)		$	(68	)		$	(0.13	)		$	(50	)		$	(0.13	)

The following table provides a reconciliation of net increase (decrease) in net assets resulting from operations (the most comparable U.S. GAAP measure) to adjusted net increase (decrease) in net assets resulting from operations for the periods presented:

 

		For the Three Months Ended
		September 30, 2025								June 30, 2025								September 30, 2024
($ in millions, except per share amounts)		Amount				Per Share				Amount				Per Share				Amount				Per Share
Net increase (decrease) in net assets resulting from operations		$	128			$	0.25			$	138			$	0.27			$	135			$	0.35
Less: purchase discount amortization		$	(7	)		$	(0.01	)		$	(11	)		$	(0.02	)		$	—			$	—
Net change in unrealized (appreciation) depreciation due to the purchase discount		$	7			$	0.01			$	11			$	0.02			$	—			$	—
Realized gain (loss) due to the purchase discount(2)		$	(0	)		$	(0.00	)		$	(0	)		$	(0.00	)		$	—			$	—
Adjusted net increase (decrease) in net assets resulting from operations(1)		$	128			$	0.25			$	138			$	0.27			$	135			$	0.35

(1)	Numbers may not sum due to rounding.

(2)	Per share amounts round down to less than $0.01.