Blue Owl Capital Corp

Previous wording

Blue Owl consists of three investment 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. The direct lending strategy of Blue Owl’s Credit platform is comprised of the Adviser, Blue Owl Technology Credit Advisors LLC (“OTCA”), 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, OTCA, OTCA II, and OPFA, the “Blue Owl Credit Advisers”), which also are registered investment advisers. As of March 31, 2025, the Adviser and its affiliates had $139.24 billion of assets under management across Blue Owl’s Credit platform.

Current wording

Blue Owl consists of three investment 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, real estate credit and digital infrastructure, which focuses on acquiring, financing, developing and operating data centers and related digital infrastructure assets. The direct lending strategy of Blue Owl’s Credit platform is comprised of the Adviser, Blue Owl Technology Credit Advisors LLC (“OTCA”), 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, OTCA, OTCA II, and OPFA, the “Blue Owl Credit Advisers”), which also are registered investment advisers. As of June 30, 2025, the Adviser and its affiliates had $145.47 billion of assets under management across Blue Owl’s Credit platform.

Previous wording

Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Our investment strategy focuses primarily on originating and making loans to, and making debt and equity investments in, U.S. middle-market companies. Since our Adviser and its affiliates began investment activities in April 2016 through March 31, 2025, our Adviser and its affiliates have originated $154.20 billion aggregate principal amount of investments, of which $150.22 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates. We seek to participate in transactions sponsored by what we believe to be high-quality private equity and venture capital firms capable of providing both operational and financial resources. We seek to generate current income primarily in U.S. middle-market companies, both sponsored and non-sponsored, through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans and, to a lesser extent, investments in equity and equity-related securities including warrants, preferred stock and similar forms of senior equity. Except for our specialty financing company investments, our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.

Current wording

Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Our investment strategy focuses primarily on originating and making loans to, and making debt and equity investments in, U.S. middle-market companies. Since our Adviser and its affiliates began investment activities in April 2016 through June 30, 2025, our Adviser and its affiliates have originated $164.01 billion aggregate principal amount of investments, of which $160.03 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates. We seek to participate in transactions sponsored by what we believe to be high-quality private equity and venture capital firms capable of providing both operational and financial resources. We seek to generate current income primarily in U.S. middle-market companies, both sponsored and non-sponsored, through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans and, to a lesser extent, investments in equity and equity-related securities including warrants, preferred stock and similar forms of senior equity. Except for our specialty financing company investments, our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.

Previous wording

We target portfolio companies where we can structure larger transactions. As of March 31, 2025, our average debt investment size in each of our portfolio companies was approximately $70.0 million based on fair value. The investment size will vary with the size of our capital base. As of March 31, 2025, excluding certain investments that fall outside of our typical borrower profile, our portfolio companies representing 93.7% of our total debt portfolio based on fair value, had weighted average annual revenue of $938 million, weighted average annual EBITDA of $215 million, an average interest coverage of 1.7x and an average net loan-to value of 44%.

Current wording

We target portfolio companies where we can structure larger transactions. As of June 30, 2025, our average debt investment size in each of our portfolio companies was approximately $67.0 million based on fair value. The investment size will vary with the size of our capital base. As of June 30, 2025, excluding certain investments that fall outside of our typical borrower profile, our portfolio companies representing 94.3% of our total debt portfolio based on fair value, had weighted average annual revenue of $997 million, weighted average annual EBITDA of $222 million, an average interest coverage of 1.8x and an average net loan-to value of 42%.

Previous wording

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of March 31, 2025, 96.5% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.

Current wording

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of June 30, 2025, 97.6% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.

Previous wording

Limited Availability of Capital for Middle-Market Companies. The middle-market is a large addressable market. According to GE Capital’s National Center for the Middle Market Year-End 2024 Middle Market Indicator, there are approximately 200,000 U.S. middle-market companies, which have approximately 48 million aggregate employees. Moreover, the U.S. middle-market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle-market companies as those between $10 million and $1 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle-market companies. We believe U.S. middle-market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. We believe that regulatory and structural factors, industry consolidation and general risk aversion, limit the amount of traditional financing available to U.S. middle-market companies. We believe that many commercial and investment banks have, in recent years, de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans and high yield securities for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of market participants that are willing to hold meaningful amounts of certain middle-market loans. As a result, we believe our ability to minimize syndication risk for a company seeking financing by being able to hold its loans without having to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle-market, present an attractive opportunity to invest in middle-market companies.

Current wording

Limited Availability of Capital for Middle-Market Companies. The middle-market is a large addressable market. According to GE Capital’s National Center for the Middle Market Mid-Year 2025 Middle Market Indicator, there are approximately 200,000 U.S. middle-market companies, which have approximately 48 million aggregate employees. Moreover, the U.S. middle-market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle-market companies as those between $10 million and $1 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle-market companies. We believe U.S. middle-market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. We believe that regulatory and structural factors, industry consolidation and general risk aversion, limit the amount of traditional financing available to U.S. middle-market companies. We believe that many commercial and investment banks have, in recent years, de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans and high yield securities for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of market participants that are willing to hold meaningful amounts of certain middle-market loans. As a result, we believe our ability to minimize syndication risk for a company seeking financing by being able to hold its loans without having to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle-market, present an attractive opportunity to invest in middle-market companies.

Previous wording

As of March 31, 2025, based on fair value, our portfolio consisted of 77.5% first lien senior secured debt investments (of which 52% we consider to be unitranche debt investments (including “last out” portions of such loans)), 5.0% second lien senior secured debt investments, 2.1% unsecured debt investments, 3.1% preferred equity investments, 10.2% common equity investments and 2.1% joint ventures.

Current wording

As of June 30, 2025, based on fair value, our portfolio consisted of 75.8% first lien senior secured debt investments (of which 51% we consider to be unitranche debt investments (including “last out” portions of such loans)), 5.4% second lien senior secured debt investments, 2.2% unsecured debt investments, 3.3% preferred equity investments, 11.0% common equity investments and 2.3% joint ventures.

Previous wording

As of March 31, 2025, our weighted average total yield of the portfolio at fair value and amortized cost was 10.2% and 10.3%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 10.7% and 10.8%, respectively. Refer to our weighted average yields and interest rates table for more information on our calculation of weighted average yields. As of March 31, 2025, the weighted average spread of total debt investments was 6.1%.

Current wording

As of June 30, 2025, our weighted average total yield of the portfolio at fair value and amortized cost was 10.1% and 10.2%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 10.6% and 10.7%, respectively. Refer to our weighted average yields and interest rates table for more information on our calculation of weighted average yields. As of June 30, 2025, the weighted average spread of total debt investments was 6.0%.

Previous wording

As of March 31, 2025, we had investments in 236 portfolio companies with an aggregate fair value of $17.69 billion. Our current target leverage ratio is 0.90x-1.25x. As of March 31, 2025 we had net leverage of 1.26x debt-to-equity.

Current wording

As of June 30, 2025, we had investments in 233 portfolio companies with an aggregate fair value of $16.87 billion. Our current target leverage ratio is 0.90x-1.25x. As of June 30, 2025 we had net leverage of 1.17x debt-to-equity.

Previous wording

The current lending environment is challenging as the potential impact from recent trade and economic policies has resulted in increased uncertainty, merger and acquisition activity remains below historical levels and refinance activity has slowed. However, our platform continues to find attractive investment opportunities for deployment, predominantly in first lien originations to large borrowers. In addition, a large portion of our originations across the platform this quarter were deployed into existing borrowers as part of incumbent transactions.

Current wording

The current lending environment is challenging as the potential impact from recent trade and economic policies, including those related to tariffs, impacted investor expectations regarding economic growth, which resulted in increased uncertainty. Merger and acquisition activity remains below historical averages and refinancing activity has slowed. However, our platform continues to find attractive investment opportunities for deployment, predominantly in first lien originations to large borrowers. In addition, deal activity remains subdued and a large portion of our originations across the platform this quarter were deployed into existing borrowers.

Previous wording

Currently, the economic outlook is uncertain and stocks and public fixed income markets have been volatile; however, the credit quality of our portfolio has been consistent. We continue to focus on investing in non-cyclical industries we view as recession resistant and that we are familiar with, including defensive service-oriented sectors that provide intangible products such as healthcare, business services, financial services or software. These companies have a reduced reliance on manufactured goods or commodities which minimizes direct tariff impacts.

Current wording

Currently, the economic outlook is uncertain and stocks and public fixed income markets have been volatile; however, the credit quality of our portfolio has been consistent. We continue to focus on investing in upper middle-market businesses in non-cyclical industries we view as recession resistant and that we are familiar with, including defensive service-oriented sectors that provide intangible mission-critical solutions and products such as healthcare, business services, financial services or software. These companies have a reduced reliance on manufactured goods or commodities which minimizes direct tariff impacts.

Previous wording

Blue Owl serves as the lead, co-lead or administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. Our borrowers have a weighted average EBITDA of $215 million and we believe this scale contributes to the durability of our borrowers and their ability to adapt to different economic environments. In addition, Blue Owl’s direct lending strategy continues to invest in, and is often the lead lender or administrative agent on, transactions in excess of $1 billion in size, which gives us the ability to structure the terms of such deals to maximize deal economics and credit protection. The average hold size of Blue Owl’s direct lending strategy’s new investments is approximately $350 million (up from approximately $200 million in 2021) and average total new deal size is approximately $1.0 billion (up from approximately $600 million in 2021).

Current wording

Blue Owl serves as the lead, co-lead or administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. Our borrowers have a weighted average EBITDA of $222 million and we believe this scale contributes to the durability of our borrowers and their ability to adapt to different economic environments. In addition, Blue Owl’s direct lending strategy continues to invest in, and is often the lead lender or administrative agent on, transactions in excess of $1 billion in size, which gives us the ability to structure the terms of such deals to maximize deal economics and credit protection and provide customized flexible solutions. The average hold size of Blue Owl’s direct lending strategy’s new investments is approximately $350 million (up from approximately $200 million in 2021) and average total new deal size is approximately $1.0 billion (up from approximately $600 million in 2021).

Previous wording

(3)For the three months ended March 31, 2025, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 4.29% as of March 31, 2025. For the three months ended March 31, 2024, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 5.30% as of March 31, 2024.

Current wording

(3)For the three months ended June 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 4.29% as of June 30, 2025. For the three months ended June 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 5.32% as of June 30, 2024.

Previous wording

(3)52% and 51% of which we consider unitranche loans as of March 31, 2025 and December 31, 2024, respectively.

Current wording

(3)51% and 51% of which we consider unitranche loans as of June 30, 2025 and December 31, 2024, respectively.

Previous wording

The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser’s workout team partners with the Investment Team and all material amendments, waivers and restructurings require the approval of a majority of the Diversified Lending Investment Committee. As of March 31, 2025, only four of our portfolio companies are on non-accrual. Our annual gain/loss ratio is approximately (0.28)%.

Current wording

The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser’s workout team partners with the Investment Team and all material amendments, waivers and restructurings require the approval of a majority of the Diversified Lending Investment Committee. As of June 30, 2025, only five of our portfolio companies are on non-accrual. Our annual gain/loss ratio is approximately (0.28)%.

Previous wording

Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of March 31, 2025 our commitment to Amergin AssetCo was $266.2 million, of which $144.6 million was equity and $121.6 million was debt. As of March 31, 2025, the fair market value of our investment in Amergin Asset Management, LLC was $1.8 million. We do not consolidate our equity interest in Amergin AssetCo.

Current wording

Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of June 30, 2025 our commitment to Amergin AssetCo was $265.6 million, of which $133.4 million was equity and $132.2 million was debt. As of June 30, 2025, the fair market value of our investment in Amergin Asset Management, LLC was $2.2 million. We do not consolidate our equity interest in Amergin AssetCo.

Previous wording

Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, we made an initial equity investment in Fifth Season. As of March 31, 2025 our investment in Fifth Season was $314.0 million at fair value. We do not consolidate our equity interest in Fifth Season.

Current wording

Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, we made an initial equity investment in Fifth Season. As of June 30, 2025 our investment in Fifth Season was $374.5 million at fair value. We do not consolidate our equity interest in Fifth Season.

Previous wording

March 31, 2025, the fair value of our investment in LSI Financing DAC was $7.7 million and our total commitment was $7.7 million. We do not consolidate our equity interest in LSI Financing DAC.

Current wording

June 30, 2025, the fair value of our investment in LSI Financing DAC was $6.2 million and our total commitment was $6.7 million. We do not consolidate our equity interest in LSI Financing DAC.

Previous wording

LSI Financing LLC is a separately managed portfolio company formed to indirectly own royalty purchase agreements and loans in the life sciences space. The Adviser provides consulting services to a subsidiary of LSI Financing LLC in exchange for a fee. The Adviser has agreed to waive a portion of the management fee payable by us pursuant to the Investment Advisory Agreement equal to the our pro rata amount of such consulting fee. On November 25, 2024, we redeemed a portion of its interest in LSI Financing DAC in exchange for common shares of LSI Financing LLC. As of March 31, 2025, our investment at fair value in LSI Financing LLC was $145.2 million and our total commitment was $142.3 million. We do not consolidate its equity interest in LSI Financing LLC.

Current wording

LSI Financing LLC is a separately managed portfolio company formed to indirectly own royalty purchase agreements and loans in the life sciences space. The Adviser provides consulting services to a subsidiary of LSI Financing LLC in exchange for a fee. The Adviser has agreed to waive a portion of the management fee payable by us pursuant to the Investment Advisory Agreement equal to the pro rata amount of such consulting fee. On November 25, 2024, we redeemed a portion of its interest in LSI Financing DAC in exchange for common shares of LSI Financing LLC. As of June 30, 2025, our investment at fair value in LSI Financing LLC was $169.9 million and our total commitment was $244.2 million. We do not consolidate its equity interest in LSI Financing LLC.

Previous wording

Investment income increased to $464.6 million for the three months ended March 31, 2025 from $399.6 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in the par value of our debt investments from our acquisition of OBDE, partially offset by a decrease in the yield of our debt investment portfolio from 11.5% to 10.2% period over period. Fees received from unscheduled paydowns decreased to $8.2 million for the three months ended March 31, 2025 from $10.6 million for the same period in prior year. For the three months ended March 31, 2025 and 2024, as a percentage of total income, payment-in-kind income decreased to 10.7% from 12.9%, respectively as a result of several investments converting to cash pay and lower levels of PIK in investments acquired from OBDE. Included in investment income is dividend income which includes income earned from our controlled, affiliated and non-controlled, affiliated equity investments. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in nature. Dividend income increased to $56.5 million from $50.1 million in the prior period, primarily due to an increase in dividends earned from equity investments acquired from OBDE. Other income increased period over period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and normally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

Current wording

Investment income increased to $950.4 million for the six months ended June 30, 2025 from $796.3 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in the par value of our debt investments from our acquisition of OBDE on January 13, 2025, partially offset by a decrease in the yield of our debt investment portfolio from 11.4% to 10.1% period over period. Included in interest income are other fees, such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns, which are non-recurring in nature. Fees received from unscheduled paydowns increased to $40.3 million for the six months ended June 30, 2025 from $20.9 million for the same period in prior year due to an elevated level of repayment related activity. For the six months ended June 30, 2025 and 2024, as a percentage of total income, payment-in-kind income decreased to 9.9% from 13.2%, respectively as a result of several investments converting to cash pay and lower levels of PIK in investments acquired from OBDE. Dividend income increased to $111.7 million from $101.2 million in the prior period, primarily due to an increase in dividends earned from our non-controlled, non-affiliated equity investments and controlled, affiliated equity investments. Other income decreased period over period due to a decrease in incremental fee income, which are fees that are generally available to us as a result of closing investments and normally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

Previous wording

Total expenses increased for the period ended March 31, 2025 compared to the same period in prior year, primarily driven by an increase in interest expense, management fees and incentive fees. Interest expense increased due to an increase in daily average borrowings from $7.5 billion to $10.2 billion primarily due to the assumption of OBDE’s debt facilities, partially offset by a decrease in average interest rate period over period from 5.8% to 5.6%. Management fees increased primarily due to an increase in average adjusted gross assets as a result of our acquisition of OBDE. Incentive fees increased due to an increase in net investment income, primarily due to an increase in the size of the income producing portfolio as a result of our acquisition of OBDE. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.

Current wording

Total expenses increased for the three months ended June 30, 2025 compared to the same period in prior year, primarily driven by an increase in interest expense, management fees and incentive fees. Interest expense increased due to an increase in daily average borrowings from $7.2 billion to $10.0 billion primarily due to the assumption of OBDE’s debt facilities, partially offset by a decrease in average interest rate period over period from 5.6% to 5.5%. Management fees increased primarily due to an increase in average adjusted gross assets as a result of our acquisition of OBDE. Incentive fees increased due to an increase in net investment income, primarily due to an increase in the size of the income producing portfolio as a result of our acquisition of OBDE. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.

Previous wording

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. In addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of subchapter M. As of March 31, 2025 we have generated undistributed taxable earnings “spillover” of approximately $0.34 per share. The undistributed taxable earnings spillover will be carried forward toward distributions to be paid in accordance with RIC requirements. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from U.S. federal income taxes at corporate rates.

Current wording

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. In addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of subchapter M. As of June 30, 2025 we have generated undistributed taxable earnings “spillover” of approximately $0.33 per share. The undistributed taxable earnings spillover will be carried forward toward distributions to be paid in accordance with RIC requirements. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from U.S. federal income taxes at corporate rates.

Previous wording

For the three months ended March 31, 2025 and 2024, we recorded U.S. federal and state income tax expense/(benefit) of $3.7 million, and $5.2 million, respectively, including U.S. federal excise tax expense/(benefit) of $2.0 million and $1.8 million, respectively.

Current wording

For the three and six months ended June 30, 2025, we recorded U.S. federal and state income tax expense/(benefit) of $2.3 million, and $6.0 million, respectively, including U.S. federal excise tax expense/(benefit) of $1.0 million and $3.0 million, respectively. For the three and six months ended June 30, 2024, we recorded U.S. federal and state income tax expense/(benefit) of $2.4 million, and $7.6 million, respectively, including U.S. federal excise tax expense/(benefit) of $1.8 million and $3.5 million, respectively.

Previous wording

Certain of our consolidated subsidiaries are subject to U.S. federal and state income taxes. For the three months ended March 31, 2025 and 2024 we recorded a tax expense of approximately $1.7 million, and $3.5 million for taxable subsidiaries, respectively. The income tax expense for our taxable consolidated subsidiaries will vary depending on the level of investment income earnings and realized gains from the exits of investments held by such taxable subsidiaries during the respective periods.

Current wording

Certain of our consolidated subsidiaries are subject to U.S. federal and state income taxes. For the three and six months ended June 30, 2025 we recorded a tax expense of approximately $1.3 million, and $3.0 million for taxable subsidiaries, respectively. For the three and six months ended June 30, 2024 we recorded a tax expense of approximately $0.6 million, and $4.1 million for taxable subsidiaries, respectively The income tax expense for our taxable consolidated subsidiaries will vary depending on the level of investment income earnings and realized gains from the exits of investments held by such taxable subsidiaries during the respective periods.

Previous wording

(1)Portfolio company is controlled, affiliated investment.

Current wording

(2)Portfolio company is non-controlled, affiliated investment.

Previous wording

For the three months ended March 31, 2025, the net unrealized gain included $75.1 million of net unrealized gain due to purchase discount from the Mergers across 189 portfolio companies that were acquired. In addition, the net unrealized gain was driven by an increase in the fair value of certain debt and equity investments and reversals of prior period unrealized losses that were realized in the quarter related to exited investments, partially offset by a decrease in the fair value of certain debt investments as detailed below. The ten largest contributors to the change in net unrealized gain (loss) on investments during the period consisted of the following:

Current wording

For the six months ended June 30, 2025, the net unrealized gain included $63.7 million of net unrealized gain due to purchase discount from the Mergers across 189 portfolio companies that were acquired, an increase in the fair value of certain debt and equity investments, as well as reversals of prior period unrealized losses that were realized during the period related to exited investments. This is partially offset by a decrease in the fair value of certain debt investments and reversals of prior period unrealized gains that were realized in the quarter related to exited investments, as detailed below. The ten largest contributors to the change in net unrealized gain (loss) on investments during the period consisted of the following:

Previous wording

(1)Portfolio company is controlled, affiliated investment.

Current wording

(2)Portfolio company is non-controlled, affiliated investment.

Previous wording

For the three months ended March 31, 2024, the net unrealized gain was primarily driven by an increase in the fair value of certain debt investments and equity investments as well as reversals of prior period unrealized losses that were realized during the period in connection with the restructuring of certain debt investments as compared to December 31, 2023. This was partially offset by decreases in the fair value of certain debt investments as further detailed below. The ten largest contributors to the change in net unrealized gain (loss) on investments during the following period consisted of the following:

Current wording

For the six months ended June 30, 2024, the net unrealized loss was primarily driven by a decrease in the fair value of certain debt investments, partially offset by an increase in the fair value of certain equity investments, credit spreads tightening across broader markets, and the reversal of a prior period unrealized loss that was realized during the period in connection with the restructuring of a debt investment, as compared to December 31, 2023. The ten largest contributors to the change in net unrealized gain (loss) on investments during the following period consisted of the following:

Previous wording

Since we began investing in 2016 through March 31, 2025, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of approximately 10% (based on total capital invested of $18.39 billion and total proceeds from these exited investments of $22.39 billion).

Current wording

Since we began investing in 2016 through June 30, 2025, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of approximately 10% (based on total capital invested of $19.72 billion and total proceeds from these exited investments of $24.10 billion).

Previous wording

We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities, enter into additional debt securitization transactions, or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. Our current target ratio is 0.90x-1.25x. As of March 31, 2025, our weighted average total cost of debt was 5.8%. In addition, from time to time, we may seek to retire, repurchase, or exchange debt securities in open market purchases or by other means, including privately negotiated transactions, in each case dependent on market conditions, liquidity, contractual obligations, and other matters. The amounts involved in any such transactions, individually or in the aggregate, may be material.

Current wording

We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities, enter into additional debt securitization transactions, or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. Our current target ratio is 0.90x-1.25x. As of June 30, 2025, our weighted average total cost of debt was 6.1%. In addition, from time to time, we may seek to retire, repurchase, or exchange debt securities in open market purchases or by other means, including privately negotiated transactions, in each case dependent on market conditions, liquidity, contractual obligations, and other matters. The amounts involved in any such transactions, individually or in the aggregate, may be material.

Previous wording

As of March 31, 2025 and December 31, 2024, our asset coverage ratio was 175% and 178%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Current wording

As of June 30, 2025 and December 31, 2024, our asset coverage ratio was 181% and 178%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Previous wording

Cash and restricted cash as of March 31, 2025, taken together with our available debt, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of March 31, 2025, we had $2.48 billion available under our credit facilities.

Current wording

Cash and restricted cash as of June 30, 2025, taken together with our available debt, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of June 30, 2025, we had $3.74 billion available under our credit facilities.

Previous wording

As of March 31, 2025, we had $514.2 million in cash and restricted cash. During the three months ended March 31, 2025, $38.9 million in cash was used in operating activities, primarily as a result of funding portfolio investments of $958.5 million offset by sell downs and repayments of $719.7 million and other operating activity of $277.8 million. Cash provided by financing activities was $38.9 million during the period, which was primarily the result of net borrowings on debt of $131.8 million and equity issuances of $3.1 million partially offset by distributions paid of $169.9 million and debt issuance costs of $3.9 million.

Current wording

As of June 30, 2025, we had $360.2 million in cash and restricted cash. During the six months ended June 30, 2025, $1.05 billion in cash was provided by operating activities, primarily as a result of sell downs and repayments of $2.34 billion and other operating activity of $423.9 million partially offset by funding portfolio investments of $1.72 billion. Cash used in financing activities was $1.20 billion during the period, which was primarily the result of net repayments of $819.3 million, distributions paid of $364.1 million and debt issuance costs of $23.2 million, partially offset by equity issuances of $3.1 million.

Previous wording

We may from time to time issue and sell shares of our common stock through public or “at the market” offerings. There were no sales of our common stock during the period ended March 31, 2024. We issued and sold the following shares of common stock during the period ended March 31, 2025:

Current wording

We may from time to time issue and sell shares of our common stock through public or “at the market” offerings. There were no sales of our common stock during the period ended June 30, 2024. We issued and sold the following shares of common stock during the six month period ended June 30, 2025:

Previous wording

(4)The amount available is reduced by $43.6 million of outstanding letters of credit.

Current wording

(4)The amount available is reduced by $41.7 million of outstanding letters of credit.

Previous wording

(1)Refer to “ITEM 1. – FINANCIAL STATEMENTS – Notes to Consolidated Financial Statements – Note 5. Debt – 2024 Notes, 2027 Notes and 2029 Notes” for details on each facility’s interest rate swap.

Current wording

(1)Refer to “ITEM 1. – FINANCIAL STATEMENTS – Notes to Consolidated Financial Statements – Note 5. Debt – 2024 Notes, 2027 Notes, 2029 Notes and 2030 Notes” for details on each facility’s interest rate swap.