Blue Owl Capital Corp

Current report

For the three months ended March 31, 2026, we had the following repurchase activity under the 2026 Stock Repurchase Program:

Current report

Refer to “Note 9 — Net Assets” to our consolidated financial statements included in this Quarterly Report for additional details.

Previous report

Sales of shares of our common stock after the completion of the OBDC II Mergers may cause the market price of our common stock to decline.

Previous report

At the effective time of the OBDC II Mergers, each share of OBDC II common stock issued and outstanding immediately prior to such time (other than shares owned by us or any of our consolidated subsidiaries), will be converted into the right to receive a number of shares of our common stock equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares.

Previous report

Former OBDC II shareholders may decide not to hold the shares of our common stock that they will receive pursuant to the OBDC II Merger Agreement. Certain of OBDC II shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of our common stock that they receive pursuant to the OBDC II Merger Agreement. In addition, our shareholders may decide not to hold their shares of our common stock after completion of the OBDC II Mergers. In each case, such sales of our common stock could have the effect of depressing the market price for our common stock and may take place soon after the completion of the OBDC II Mergers.

Previous report

Our shareholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the OBDC II Mergers.

Previous report

Our shareholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective percentage ownership interests in us prior to the OBDC II Mergers. Consequently, our shareholders should generally expect to exercise less influence over the management and policies of the combined company following the OBDC II Mergers than they currently exercise over our management and policies.

Previous report

Prior to completion of the OBDC II Mergers, subject to certain restrictions in the OBDC II Merger Agreement, and certain restrictions under the 1940 Act for issuances at prices below the then current NAV per share of our common stock and OBDC II’s common stock, we and OBDC II may issue additional shares of our common stock and OBDC II common stock, respectively, which would further reduce the percentage ownership of the combined company to be held by our current shareholders or to be held by OBDC II shareholders, as applicable.

Previous report

We may be unable to realize the benefits anticipated by the OBDC II Mergers, including estimated operating cost savings and financing cost savings over time, or it may take longer than anticipated to achieve such benefits

Previous report

The realization of certain benefits anticipated as a result of the OBDC II Mergers will depend in part on the integration of OBDC II’s investment portfolio with our investment portfolio and the integration of OBDC II’s business with our business. There can be no assurance that OBDC II’s investment portfolio or business can be operated profitably or integrated successfully into our operations in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company and there can be no assurance that there will not be substantial costs associated with the transition process or that there will not be other material adverse effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of OBDC II’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

Previous report

We also expect to achieve certain cost savings from the OBDC II Mergers when the two companies have fully integrated their portfolios. It is possible that the estimates of the potential cost savings could ultimately be incorrect. The cost savings estimates also assume we will be able to combine our operations and OBDC II’s operations in a manner that permits those cost savings to be fully realized. In addition, immediately after the occurrence of the effective time of the OBDC II Mergers and prior to the OBDC II Second Merger, the OBDC II’s third amended and restated investment advisory agreement and amended and restated administration agreement with the Adviser shall be automatically terminated, and OBDC II shall be responsible for any final or outstanding payments owed under these agreements, which could impact estimates and cost savings. If the estimates turn out to be incorrect or if we are not able to combine OBDC II’s investment portfolio or business with our operations, the anticipated cost savings may not be fully realized or realized at all or may take longer to realize than expected.

Previous report

The OBDC II Mergers may trigger certain “change of control” provisions and other restrictions in our or OBDC II’s contracts or contracts of our respective affiliates, and the failure to obtain any required consents or waivers could adversely impact the combined company.

Previous report

Certain of our or OBDC II’s agreements or contracts of our respective affiliates, which may include agreements governing our indebtedness or the indebtedness of OBDC II, will or may require the consent or waiver of one or more counterparties in connection with the OBDC II Mergers. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or our and OBDC II’s obligations under, any such agreement because the OBDC II Mergers or other transactions contemplated by the OBDC II Merger Agreement may violate an anti-assignment, change of control or other similar provision relating to any of such transactions. If this occurs, we may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. We cannot assure you that we will be able to replace or amend any such agreement on comparable terms or at all.

Previous report

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the OBDC II Mergers, including preventing us from operating a material part of OBDC II’s business.

Previous report

In addition, the consummation of the OBDC II Mergers may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain agreements of us and OBDC II. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the OBDC II Mergers.

Previous report

The announcement and pendency of the OBDC II Mergers could adversely affect both our and OBDC II’s business, financial results and operations.

Previous report

The announcement and pendency of the OBDC II Mergers could cause disruptions in and create uncertainty surrounding both our and OBDC II’s business, including affecting relationships with existing and future borrowers, which could have a significant negative impact on future revenues and results of operations, regardless of whether the OBDC II Mergers are completed. In addition, we and OBDC II have diverted, and will continue to divert, management resources towards the completion of the OBDC II Mergers, which could have a negative impact on each of our and OBDC II’s future revenues and results of operations.

Previous report

We and OBDC II are also subject to restrictions on the conduct of each of our and OBDC II’s businesses prior to the completion of the OBDC II Mergers as provided in the OBDC II Merger Agreement, generally requiring OBDC II and us to conduct business only in the ordinary course and subject to specific limitations, including, among other things, certain restrictions on each of our and OBDC II’s respective ability to make certain investments and acquisitions, sell, transfer or dispose of our and OBDC II’s respective assets, amend each of our and OBDC II’s respective organizational documents and enter into or modify certain material contracts. These restrictions could prevent OBDC II or us from pursuing otherwise attractive business opportunities, industry developments and future opportunities and may otherwise have a significant negative impact on the respective future investment income and results of operations of each of us and/or the combined company following the OBDC II Mergers.

Previous report

If the OBDC II Mergers do not close, we will not benefit from the expenses incurred in pursuit of the OBDC II Mergers.

Previous report

The OBDC IIMergers may not be completed. If the OBDC IIMergers are not completed, we will have incurred substantial expenses for which no ultimate benefit will have been received. We have incurred out-of-pocket expenses in connection with the OBDC IIMergers for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the OBDC IIMergers are not completed.

Previous report

The termination of the OBDC II Merger Agreement could negatively impact us.

Previous report

If the OBDC II Merger Agreement is terminated, there may be various consequences, including:

Previous report

•our business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the OBDC II Mergers, without realizing any of the anticipated benefits of completing the OBDC II Mergers; and

Previous report

•the market price of our common stock might decline to the extent that the market price prior to termination reflects a market assumption that the OBDC II Mergers will be completed.

Previous report

The OBDC II Merger Agreement limits our ability to pursue alternatives to the OBDC II Mergers.

Previous report

The OBDC II Merger Agreement contains provisions that limit our ability to discuss, facilitate or commit to competing third party proposals to acquire all or a significant part of us. These provisions, which are typical for transactions of this type, might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of us from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the OBDC II Mergers or might result in a potential competing acquirer proposing to pay a lower per share price to acquire us than it might otherwise have proposed to pay.

Previous report

The OBDC II Mergers are subject to closing conditions, including shareholder approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the OBDC II Mergers not being completed, which may result in material adverse consequences to our business and operations.

Previous report

The OBDC II Mergers are subject to closing conditions, including certain approvals of OBDC II’s shareholders that, if not satisfied, will prevent the OBDC II Mergers from being completed. The closing condition that OBDC II’s shareholders adopt the OBDC II Merger Agreement and approve the OBDC II Mergers may not be waived under applicable law and must be satisfied for the OBDC II Mergers to be completed. If OBDC II shareholders do not adopt the OBDC II Merger Agreement and approve the OBDC II Mergers and the OBDC II Mergers are not completed, the resulting failure of the OBDC II Mergers could have a material adverse impact on our business and operations. In addition to the required approvals of OBDC II’s shareholders, the OBDC II Mergers are subject to a number of other conditions beyond our control that may prevent, delay or otherwise materially adversely affect completion of the OBDC II Mergers. We cannot predict whether and when these other conditions will be satisfied.

Previous report

Litigation filed against us and OBDC II in connection with the OBDC II Mergers could result in substantial costs and could delay or prevent the OBDC II Mergers from being completed.

Previous report

From time to time, we and OBDC II may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the OBDC II Mergers. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on the liquidity and financial condition of us and/or the combined company following the OBDC II Mergers or could prevent the OBDC II Mergers from being completed.

Previous report

We will be subject to operational uncertainties and contractual restrictions while the OBDC II Mergers are pending.

Previous report

Uncertainty about the effect of the OBDC II Mergers may have an adverse effect on us and, consequently, on the combined company following completion of the OBDC II Mergers. These uncertainties may cause those that deal with us to seek to change their existing business relationships with us. In addition, the OBDC II Merger Agreement restricts us from taking actions that we might otherwise consider to be in our best interests. These restrictions may prevent us from pursuing certain business opportunities that may arise prior to the completion of the OBDC II Mergers.

Previous report

We and OBDC II may waive one or more conditions to the OBDC II Mergers without resoliciting shareholder approval.

Previous report

Certain conditions to our and OBDC II’s obligations to complete the OBDC II Mergers may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of us and OBDC II. In the event that any such waiver does not require resolicitation of shareholders, the parties to the OBDC II Merger Agreement will have the discretion to complete the OBDC II Mergers without seeking further shareholder approval. The conditions in the OBDC II Merger Agreement requiring the approval of OBDC II shareholders, however, cannot be waived.

Previous report

The market price of our common stock after the OBDC II Mergers may be affected by factors different from those affecting our common stock currently.

Previous report

Our business and OBDC II’s business differ in some respects and, accordingly, the results of operations of the combined company and the market price of our common stock after the OBDC II Mergers may be affected by factors different from those currently affecting the independent results of operations of each of us and OBDC II and the market prices of our common stock. These factors include a larger shareholder base and a different capital structure. Accordingly, our historical trading prices and financial results may not be indicative of these matters for the combined company following the OBDC II Mergers.

Previous report

The OBDC II Mergers may not be treated as a tax-free reorganization under Section 368(a) of the Code.

Previous report

We and OBDC II intend that the OBDC II Mergers will qualify as a tax-free reorganization under Section 368(a) of the Code, and each expect to receive a customary legal opinion to that effect. However, if the IRS were to successfully assert that the OBDC II Mergers should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a shareholder would generally recognize gains or losses for U.S. federal income tax purposes upon the exchange of OBDC II common stock for our common stock in the OBDC II Mergers.

Previous report

We are expected to be subject to an annual limitation on our use of OBDC II’s capital loss carryforwards (and certain unrecognized built-in losses), if any.

Previous report

OBDC II may have capital loss carryforwards (and unrealized built-in losses) for U.S. federal income tax purposes. Subject to certain limitations, capital loss carryforwards and recognized built-in losses may be used to offset future recognized capital gains. Section 382 of the Code imposes an annual limitation on the ability of a corporation, including a RIC, that undergoes an “ownership change” to use its capital loss carryforwards and unrealized built-in losses. The OBDC II Mergers are expected to result in such an “ownership change” of OBDC II for the purposes of Section 382 of the Code. Such a limitation may, for any given year, have the effect of potentially increasing the amount of our U.S. federal net capital gains for such year and, hence, the amount of capital gains dividends we would need to distribute to remain a RIC and to avoid U.S. income and excise tax liability, as compared to what the net capital gains would be with full use of such losses

Previous report

The combined company may incur adverse tax consequences if either us or OBDC II have failed or fails to qualify for taxation as a RIC for United States federal income tax purposes.

Previous report

Each of us and OBDC II have elected to qualify as a RIC and operated in a manner that we and OBDC II believe has allowed us and OBDC II, respectively, to qualify as a RIC for U.S. federal income tax purposes under the Code and intend to continue to do so through and (with respect to us) following the OBDC II Mergers. In order to qualify as a RIC, a corporation must satisfy numerous requirements relating to, among other things, the nature of its assets and income and its distribution levels. If we or OBDC II have failed or fails to qualify as a RIC for U.S. federal income tax purposes, the combined company may have significant tax liabilities, or may have to make significant distributions and pay penalty or excise taxes in order to maintain RIC qualification. These liabilities could substantially reduce the combined company’s cash available for distribution to its shareholders and the value of our common stock. In addition, if either we or OBDC II have failed or fail to qualify as a RIC for U.S. federal income tax purposes, the analysis of the OBDC II Mergers as a tax-free reorganization could be impacted.