Blue Owl Capital Corp

For the period ended Jun 25, 2026. Filed Apr 1, 2026.

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Jun 25, 2026 · Filed Apr 1, 2026

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OBDC$10.94+1.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

BLUE OWL CAPITAL CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter from the CEO

Dear shareholders:

On behalf of our Board of Directors and our entire team, I am pleased to invite you to the 2026 annual meeting of shareholders for Blue Owl Capital Corporation (“OBDC”). The meeting will be held on June 25, 2026 at 9:00 a.m. Eastern Time and, consistent with prior years, will be conducted virtually. Meeting details can be found on the Notice of Annual Meeting of Shareholders that follows.

This year’s agenda includes votes tore-elect two Board members andre-ratify the appointment of KPMG LLP as our independent registered public accounting firm. More information on these proposals can be found beginning on page 9 of our proxy statement. Our Board unanimously recommends that you vote FOR each of the proposals.

Your vote is very important to us. Whether or not you plan to attend the virtual meeting, we ask that your shares be represented and voted.

Our Year

In 2025, we delivered a 9.9% return on equity 1 (ROE). We paid $1.56 per share in dividends and most recently, delivered an annualized dividend yield 2 of 10.0%, reflecting the strong credit quality of our portfolio and its consistent income generation. Since inception in 2016, OBDC has generated a 13.9% total return 3, comparing favorably to public market alternatives and providing a premium of 8.0% relative to leverage loans, 7.5% relative to high yield bonds, and 12.0% relative to traditional fixed income investments.4

The OBDC portfolio performed well in 2025, and we believe this resilience reflects our disciplined underwriting approach, including our focus on lending to the upper middle market, our positioning at the top of the capital structure, and our emphasis on diversification. As of December 31, 2025, the portfolio spanned 234 portfolio companies and 30 industries, with an average position size of 0.4% of the total portfolio. Senior secured loans represented 79% of the portfolio at fair value and the weighted average loan-to-value 5 was 42%, meaning our borrowers would need to lose nearly 60% of their value, on average, for our investment to be impaired. Borrower interest coverage 6 increased to nearly 2x andpayment-in-kind (PIK) income as a percentage of total investment income declined as PIK loans converted to cash payment or these loans were repaid because these businesses performed as planned. On average, our borrowers generated annual revenue of $1.0 billion and EBTIDA of nearly $240 million, and delivered high single digit revenue and EBITDA growth last year.6 Overall, we believe the efficacy of our underwriting approach is reflected in OBDC’s lownon-accrual rate of 1.1% at fair value and in our broader performance track record across the Blue Owl Credit platform, where our net loss rate since inception is less than 10 basis points.7

2025 was a year of meaningful progress for OBDC. We successfully completed our merger with Blue Owl Capital Corporation III (OBDE), increasing OBDC’s scale and diversification. In recognition of our conservative risk management and long-term credit performance, Moody’s upgraded OBDC’s credit rating to Baa2 from Baa3 – a distinction held by only a few other publicly traded BDCs.8 We also broadened our deal funnel, selectively expanding beyond core direct lending into complementary strategies within the broader Blue Owl Credit platform. Alongside our long-standing joint ventures, we pursued certain opportunities in alternative and asset-based credit and digital infrastructure that are less correlated with base rates but meet our high underwriting standards. Today, OBDC maintains seven joint venture and specialty finance portfolio companies spanning asset-based finance, equipment leasing, life sciences and life settlements. These portfolio companies have generated attractive yields, which we expect will continue to be accretive to overall ROE.

Our Outlook

I want to underscore our confidence in our portfolio. Broader geopolitical developments, including the conflict involving Iran, have contributed to elevated market volatility, even if they have not altered the fundamental operating environment for the U.S. companies in which we invest. We actively monitor these dynamics alongside other sources of risk. As part of our standard valuation and risk management processes, we conduct reviews of every investment in our portfolio on a quarterly basis. In response to heightened uncertainty over the last year, we took additional, proactive steps to reassess risk across our portfolio. We conducted thematic stress tests twice – first in response to tariff policies implemented in 2025, and more recently to evaluate the potential implications of rapid advancements in artificial intelligence. These additional reviews reinforced our confidence that our portfolio is well positioned, supported by borrowers with strong business fundamentals and defensive characteristics. Our experience navigating prior periods of stress, including the COVID pandemic and the regional banking crisis, further informs our perspective today.

As evidence of our strong conviction in the quality of our portfolio, we opportunistically repurchased $148 million of OBDC shares in the fourth quarter of 2025 and our Board implemented a new $300 million repurchase program in February of this year.

While uncertainty can create near-term volatility, it can also generate opportunity. We are already starting to see wider credit spreads this year and the outlook for interest rates has moved higher, which may benefit earnings. We believe our conservative leverage profile, scale, sourcing capabilities, and underwriting discipline position us to capitalize selectively on dislocations as they arise, while remaining true to our focus on mitigating risk.

Finally, while private credit has received increased attention in recent quarters, we believe our results speak for themselves. Our portfolio continues to perform well, credit quality remains strong, and we are as convicted as ever in our strategy – lending to large, sponsor-backed, non-cyclical businesses that seek to provide predictable income and meaningful downside protection. This approach has underpinned our strong historical returns, which have averaged 13.9% annually since inception.3 We have a track record of delivering for our shareholders, and all of our decisions – past and present – reflect that shareholder-first discipline. While market attention will shift over time, we will remain focused on performance, which we believe will ultimately matter most to our shareholders.

We appreciate your trust and look forward to continuing to deliver for you in the years ahead.

Sincerely,

Craig W. Packer Chief Executive Officer and Director April 1, 2026

1.	2025 adjusted net investment income per share divided by beginning period net asset value per share.

2.	Annualized current dividend yield based on Q4’25 annualized total dividends per share of $0.37 payable to shareholders of record as of December 31, 2025 and Q4’25 net asset value per share of $14.81.

3.	As of December 31, 2025. Total return is calculated as the change in net asset value per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning net asset value per share.

Source: Bloomberg from March 17, 2016 – December 31, 2025. Indices listed do not represent benchmarks for OBDC but allow for comparison of OBDC’s performance against these indices. An investor cannot invest directly in an index. Index performance does not reflect fees and expenses. Leveraged Loans represented by Morningstar LSTA U.S. Leveraged Loan Index. High Yield represented by the Bloomberg Barclays High Yield Index. Traditional Fixed Income represented by Bloomberg Barclays U.S. Aggregate Index.

“Net LTV” represents the net ratio of “loan to value” for each portfolio company, weighted based on the fair value of OBDC’s loan investment. The “attachment point” is the principal amount of debt that is senior to OBDC’s loan investment, and that amount plus the principal amount of the loan in which OBDC invested and other equally ranked debt is the “last dollar” amount. “Value” represents an estimate of enterprise value of each portfolio company, a calculation that will vary by portfolio company.

Weightings are based on fair value of investments unless otherwise noted. Borrower financials are derived from the most recently available portfolio company financial statements, typically a quarter in arrears, have not been independently verified by Blue Owl, and may reflect a normalized or adjusted amount. Accordingly, Blue Owl makes no representation or warranty in respect of this information. For first and second lien investments, this represents 92.9% of our total portfolio based on fair value as of December 31, 2025 and excludes certain investments that fall outside of our typical borrower profile.

7.	Based on total annual net realized gains/losses divided by the average aggregate quarterly cost of investments. The net gain/loss rate is based on the average net gain/loss rates in each year since inception.

8.	A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. For complete ratings definitions please visit www.moodys.com.

Past performance is not indicative of future results.

Blue Owl Capital Corporation

399 Park Avenue

New York, New York 10022

Notice of Annual Meeting of Shareholders

To Be Held On June 25, 2026

To the Shareholders of Blue Owl Capital Corporation:

NOTICE IS HEREBY GIVEN THAT the annual meeting of shareholders of Blue Owl Capital Corporation, a Maryland corporation (the “Company”), will be held on June 25, 2026 at 9:00 a.m., Eastern Time (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/OBDC2026. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying proxy statement under the heading “How to attend and vote at the Annual Meeting.”

The Annual Meeting is being held for the following purposes:

1.	To elect two members of the Board to serve until the 2029 annual meeting of shareholders and until their successors are duly elected and qualified; and

2.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The Board has fixed the close of business on March 27, 2026 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof.

Important notice regarding the availability of proxy materials for the Annual Meeting. The Company’s proxy statement, the proxy card, and the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) are available at www.proxyvote.com.

By Order of the Board of Directors,

Neena A. Reddy Secretary April 1, 2026

Shareholders are requested to promptly authorize a proxy vote over the internet, or execute and return promptly the accompanying proxy card, which is being solicited by the Board. You may authorize a proxy over the internet by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card. You may execute the proxy card using the methods described in the proxy card. Executing the proxy card is important to ensure a quorum at the Annual Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by virtually attending the Annual Meeting and voting.
	Four Ways to Vote
Online visit www.virtualshareholder meeting.com/OBDC2026	Phone call 1-800-690-6903	QR Code Scan QR Code usingSmartphone	Mail Complete, sign andreturn proxy card

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.