Blue Owl Capital Corp
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
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Item 6.
Note 8. Commitments and Contingencies
Portfolio Company Commitments
From time to time, the Company may enter into commitments to fund investments in the form of revolving credit, delayed draw, or equity commitments, which require the Company to provide funding when requested by portfolio companies in accordance with underlying loan agreements. The Company had the following outstanding commitments as of the following periods:
| As of September 30, 2025 | As of December 31, 2024 | |
|---|---|---|
| Total unfunded revolving loan commitments | $919,996 | $673,576 |
| Total unfunded delayed draw loan commitments | 946,445 | 607,998 |
| Total unfunded debt commitments | $1,866,441 | $1,281,574 |
| Total unfunded specialty finance equity commitments | $147,446 | $158,259 |
| Total unfunded common equity commitments | 2,116 | — |
| Total unfunded equity commitments | $149,562 | $158,259 |
| Total unfunded commitments | $2,016,003 | $1,439,833 |
As of September 30, 2025, the Company believed they had adequate financial resources to satisfy the unfunded portfolio company commitments.
Other Commitments and Contingencies
On November 1, 2022, the Board approved the 2022 Stock Repurchase Program (the “2022 Stock Repurchase Program”) under which the Company may repurchase up to $150 million of the Company’s outstanding common stock. Under the 2022 Stock Repurchase Program, purchases were made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. On May 2, 2024, the 2022 Stock Repurchase Program ended in accordance with its terms. While the 2022 Stock Repurchase Program was in effect, the agent repurchased 4,090,138 shares of common stock pursuant to the 2022 Stock Repurchase Program for approximately $50.0 million.
On May 6, 2024, the Board approved the 2024 Stock Repurchase Program (the “2024 Stock Repurchase Program”) under which the Company may repurchase up to $150 million of the Company's common stock. Under the 2024 Stock Repurchase Program, purchases may be made at management's discretion from time to time in open-market transactions, in accordance with all applicable rules and regulations. Unless extended by the Board, the 2024 Stock Repurchase Program will terminate 18-months from the date it was approved. For the period ended September 30, 2025, there wereno repurchases under the 2024 Stock Repurchase Program.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2025, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Note 9. Net Assets
Equity Issuances
The Company has the authority to issue 1,000,000,000 common shares at $0.01 per share par value.
On January 13, 2025, as a result of the OBDE Mergers, the Company issued an aggregate of approximately 120,630,330 million shares of the Company’s common stock.
“At the Market” Offerings
The Company is party to an equity distribution agreement with several banks (the “Equity Distribution Agreement”). The Equity Distribution Agreement provides that the Company may from time to time issue and sell, by means of “at the market” offerings, up to $750.0 million of its common stock. Subject to the terms and conditions of the Equity Distribution Agreement, sales of common stock, if any, may be made in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act. Under the Equity Distribution Agreement, common stock with an aggregate offering amount of $746.9 million remained available for issuance as of September 30, 2025.
The Company may from time to time issue and sell shares of its common stock through public or “at the market” offerings. There were no sales of the Company’s common stock during the nine months ended September 30, 2024. The Company issued and sold the following shares of common stock during the nine months ended September 30, 2025:
| Number of Shares Issued | Gross Proceeds | Underwriting Fees/Offering Expenses | Net Proceeds | Average Offering Price Per Share(1) | |
|---|---|---|---|---|---|
| "At the market" offerings | 200,603 | $3,089 | $19 | $3,070 | $15.40 |
| 200,603 | $3,089 | $19 | $3,070 | $15.40 |
(1)Represents the gross offering price per share before deducting underwriting discounts and commissions and offering expenses.
The tables below present the distributions declared on shares of the Company’s common stock for the following periods:
| Date Declared | Record Date | Payment Date | Distribution per Share |
|---|---|---|---|
| August 5, 2025 | September 30, 2025 | October 15, 2025 | $0.37 |
| August 5, 2025 (supplemental dividend) | August 29, 2025 | September 15, 2025 | $0.02 |
| May 6, 2025 | June 30, 2025 | July 15, 2025 | $0.37 |
| May 6, 2025 (supplemental dividend) | May 30, 2025 | June 13, 2025 | $0.01 |
| February 18, 2025 | March 31, 2025 | April 15, 2025 | $0.37 |
| February 18, 2025 (supplemental dividend) | February 28, 2025 | March 17, 2025 | $0.05 |
| Date Declared | Record Date | Payment Date | Distribution per Share |
|---|---|---|---|
| August 6, 2024 | September 30, 2024 | October 15, 2024 | $0.37 |
| August 6, 2024 (supplemental dividend) | August 30, 2024 | September 13, 2024 | $0.06 |
| May 7, 2024 | June 28, 2024 | July 15, 2024 | $0.37 |
| May 7, 2024 (supplemental dividend) | May 31, 2024 | June 14, 2024 | $0.05 |
| February 21, 2024 | March 29, 2024 | April 15, 2024 | $0.37 |
| February 21, 2024 (supplemental dividend) | March 1, 2024 | March 15, 2024 | $0.08 |
Dividend Reinvestment
With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of the Company’s common stock rather than receiving cash distributions. If newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per share of the Company’s common stock at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). If shares are purchased in the open market to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder shall be determined by dividing the dollar amount of the cash dividend payable to such shareholder by the weighted average price per share for all shares purchased by the plan administrator in the open market in connection with the dividend. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
The following tables present the shares distributed pursuant to the dividend reinvestment plan for the following periods:
| For the Nine Months Ended September 30, 2025 | ||||
|---|---|---|---|---|
| Date Declared · Record Date · Payment Date · Shares | ||||
| August 5, 2025 (supplemental dividend) | August 29, 2025 | September 15, 2025 | 51,572 | (1) |
| May 6, 2025 | June 30, 2025 | July 15, 2025 | 856,538 | (1) |
| May 6, 2025 (supplemental dividend) | May 30, 2025 | June 13, 2025 | 25,513 | (1) |
| February 18, 2025 | March 31, 2025 | April 15, 2025 | 998,642 | (1) |
| February 18, 2025 (supplemental dividend) | February 28, 2025 | March 17, 2025 | 146,066 | (1) |
| November 5, 2024 | December 31, 2024 | January 15, 2025 | 552,015 | (1) |
(1)Shares purchased in the open market in order to satisfy dividends reinvested under the Company’s dividend reinvestment program.
| For the Nine Months Ended September 30, 2024 | |||||
|---|---|---|---|---|---|
| Date Declared · Record Date · Payment Date · Shares | |||||
| August 6, 2024 (supplemental dividend) | August 30, 2024 | September 13, 2024 | 91,665 | (1) | |
| May 7, 2024 | June 28, 2024 | July 15, 2024 | 467,966 | (1) | |
| May 7, 2024 (supplemental dividend) | May 31, 2024 | June 14, 2024 | 59,356 | ||
| February 21, 2024 | March 29, 2024 | April 15, 2024 | 425,080 | ||
| February 21, 2024 (supplemental dividend) | March 1, 2024 | March 15, 2024 | 97,218 | (1) | |
| November 7, 2023 | December 29, 2023 | January 12, 2024 | 427,564 | (1) | |
(1)Shares purchased in the open market in order to satisfy dividends reinvested under the Company’s dividend reinvestment program.
2022 Stock Repurchase Program
On November 1, 2022, the Board approved the 2022 Stock Repurchase Program under which the Company may repurchase up to $150 million of the Company’s outstanding common stock. Under the 2022 Stock Repurchase Program, purchases were made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. On May 2, 2024, the 2022 Stock Repurchase Program ended in accordance with its terms. While the 2022 Stock Repurchase Program was in effect, the agent had repurchased 4,090,138 shares of common stock pursuant to the 2022 Stock
Repurchase Program for approximately $50.0 million. There wereno repurchases under the 2022 Stock Repurchase Program during the period ended September 30, 2024.
2024 Stock Repurchase Program
On May 6, 2024, the Board approved the 2024 Stock Repurchase Program under which the Company may repurchase up to $150 million of the Company's common stock. Under the 2024 Stock Repurchase Program, purchases may be made at management's discretion from time to time in open-market transactions, including pursuant to trading plans with investment banks pursuant to Rule 10b5-1 of the Exchange Act, in accordance with all applicable rules and regulations. Unless extended by the Board, the 2024 Stock Repurchase Program will terminate 18-months from the date it was approved. There wereno repurchases during the period ended September 30, 2025.
Note 10. Earnings Per Share
The following table presents the computation of basic and diluted earnings per common share for the following periods:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Increase (decrease) in net assets resulting from operations | $128,181 | $135,358 | $508,320 | $440,095 |
| Weighted average shares of common stock outstanding - basic and diluted | 511,048,237 | 390,217,304 | 505,700,153 | 390,018,665 |
| Earnings per common share-basic and diluted | $0.25 | $0.35 | $1.01 | $1.13 |
Note 11. Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code, and intends 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, the Company must, among other things, distribute to its shareholders in each taxable year generally at least 90% of the Company’s 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. To maintain tax treatment as a RIC, the Company, among other things, intends to make the requisite distributions to its shareholders, which generally relieves the Company from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company will accrue excise tax on estimated excess taxable income.
For the three and nine months ended September 30, 2025 the Company recorded U.S. federal and state corporate-level income tax expense/(benefit) of $3.1 million, and $9.1 million, including U.S. federal excise tax expense/(benefit) of $1.8 million and $4.8 million, respectively. For the three and nine months ended September 30, 2024, the Company recorded U.S. federal and state corporate-level income tax expense/(benefit) of $3.6 million, and $11.2 million, including U.S. federal excise tax expense/(benefit) of $1.7 million and $5.3 million, respectively.
Taxable Subsidiaries
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and nine months ended September 30, 2025, the Company recorded tax expense of approximately $1.3 million and $4.4 million for taxable subsidiaries, respectively. For the three and nine months ended September 30, 2024, the Company recorded tax expense of approximately $0.4 million and $0.7 million for taxable subsidiaries, respectively. The income tax expense for the Company’s 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.
The Company recorded a net deferred tax liability of $38.8 million and $31.4 million as of September 30, 2025 and December 31, 2024, respectively, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests.
Note 12. Financial Highlights
The table below presents the financial highlights for a common share outstanding for the following periods:
| For the Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Per share data | ||
| Net asset value, beginning of period | $15.26 | $15.45 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.