Blue Owl Technology Finance Corp

Note 8. Net Assets

Equity Issuances

The Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.

There wereno sales of the Company’s common stock during the year ended December 31, 2024 and 2023.

The following table reflects the distributions declared on shares of the Company’s common stock during the following periods:

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. 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 reflect the common stock issued pursuant to the dividend reinvestment plan during the following periods:

Note 9. Earnings Per Share

The table below presents the computation of basic and diluted earnings (loss) per common share for the following periods:

Note 10. Income Taxes

Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.

The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (losses), as appropriate.

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.

The table below reconciles the increase in net assets resulting from operations for the following periods:

(1)Tax information for the fiscal year ended December 31, 2024 is estimated and is not considered final until the Company files its tax return.

For the year ended December 31, 2024

Total distributions declared during the year ended December 31, 2024 of $307.0 million consisted of approximately $282.1 million of ordinary income and $24.9 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2024, the Company had $293.9 million of undistributed ordinary income, $18.3 million of capital loss carryforwards, as well as $(6.4) million of net unrealized gains (losses) on investments and assets and liabilities in foreign currencies and $1.6 million of other temporary differences. For the year ended December 31, 2024,83.2% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.

During the year ended December 31, 2024, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $11.5 million of U.S. federal excise taxes.

As of December 31, 2024, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $15.8 million based on a tax cost basis of $6.4 billion. As of December 31, 2024, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $203.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $188.0 million.

For the year ended December 31, 2023

Total distributions declared during the year ended December 31, 2023 of $300.3 million consisted of approximately $252.7 million of ordinary income and $47.6 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2023, the Company had $236.2 million of undistributed ordinary income, $47.6 million of undistributed capital gains, as well as $(10.1) million of net unrealized gains (losses) on investments and assets and liabilities in foreign currencies and $(3.8) million of other temporary differences. For the year ended December 31, 2023,82.5% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.

During the year ended December 31, 2023, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $9.1 million of U.S. federal excise taxes.

As of December 31, 2023, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $25.4 million based on a tax cost basis of $6.2 million. As of December 31, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $160.4 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $135.0 million.

For the year ended December 31, 2022

Total distributions declared during the year ended December 31, 2022 of $210.8 million consisted of approximately $101.0 million of ordinary income and $109.8 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2022, the Company had $154.9 million of undistributed ordinary income, $47.6 million of undistributed capital gains, as well as $(28.4) million of net unrealized gains (losses) on investments and assets and liabilities in foreign currencies and $(4.9) million of other temporary differences. For the year ended December 31, 2022,83.7% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.

During the year ended December 31, 2022, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $7.9 million of U.S. federal excise taxes.

As of December 31, 2022, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $57.7 million based on a tax cost basis of $6.5 million. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S.

federal income tax purposes was $196.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $139.1 million.

Taxable Subsidiaries

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the year ended December 31, 2024, we recorded U.S federal and state income tax expense/(benefit) of $(6) thousand. For the year ended December 31, 2023, the Company recorded a U.S federal and state income tax expense/(benefit) of $6 thousand.

The Company recorded a net deferred tax asset/(liability) of $(36) thousand as of December 31, 2024, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries’ investment in certain partnership interests. The Company recorded a net deferred tax asset/(liability) of $5 thousand for taxable subsidiaries as of December 31, 2023.

Note 11. Financial Highlights

The table below presents the financial highlights for a common share outstanding. The financial highlights for the year ended December 31, 2020 were derived from the Company's consolidated financial statements that were audited by the Company's former independent registered public accounting firm.

(1)The per share data was derived using the weighted average shares outstanding during the period.

(2)The per share data was derived using actual shares outstanding at the date of the relevant transactions.

(3)Total return is calculated as the change in NAV per share during the period, plus distributions 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 NAV per share.

(4)The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g. initial organization expenses).

Note 12. Pending Merger with Blue Owl Technology Finance Corp.

On November 12, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blue Owl Technology Finance Corp. II, a Maryland corporation (“OTF II”), Oriole Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of the Company (“Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser, and, solely for the limited purposes set forth therein, Blue Owl Technology Credit Advisers II LLC, a Delaware limited liability company and investment advisor to OTF II (“OTCA II”). The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into OTF II, with OTF II continuing as the surviving company and as a wholly-owned subsidiary of the Company (the “Initial Merger”), and, immediately thereafter, OTF II will merge with and into the Company, with the Company continuing as the surviving company (the “Second Merger” and together, with the Initial Merger, the “Mergers”). The parties to the Merger Agreement intend the Mergers to be treated as a “reorganization” within the meaning of Section 368(a) of the Code.

Effective upon the closing of the Mergers, each share of OTF II's common stock issued and outstanding immediately prior to the effective time of the Mergers, except for shares, if any, owned by the Company or any of its consolidated subsidiaries, will be converted into the right to receive a number of shares of the Company's common stock equal to the Exchange Ratio (as defined below), plus any cash (without interest) in lieu of fractional shares, in connection with the closing of the Mergers.

As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the closing of the Initial Merger (such date, the “Determination Date”) each of OTF II and the Company will deliver to the other a calculation of its net asset value (“NAV”) as of such date (such calculation with respect to the Company, the “Closing OTF NAV” and such calculation with respect to the OTF II, the “Closing OTF II NAV”), in each case based on the same assumptions and methodologies, and applying the same categories of adjustments to NAV (except as may be mutually agreed by the parties) historically used by OTF II or the Company, as applicable, in preparing the calculation of NAV per share of OTF Common Stock or OTF II Common Stock, as applicable (with an accrual for any dividends declared and not yet paid). The Closing OTF NAV and Closing OTF II NAV, as applicable, will be updated under the circumstances set forth in the Merger Agreement.

The Exchange Ratio shall be the quotient (rounded to the fourth nearest decimal) of the OTF II Per Share NAV and the OTF Per Share NAV. The OTF II Per Share NAV shall be the quotient of the Closing OTF II Net Asset Value and the number of shares of OTF II's common stock issued and outstanding as of the Determination Date and the OTF Per Share NAV shall be the quotient of the Closing OTF Net Asset Value and the number of shares of the Company's common stock issued and outstanding as of the Determination Date.

Consummation of the Mergers, which is currently anticipated to occur during the first or second quarter of 2025, is subject to certain closing conditions, including (1) requisite approvals of OTF's shareholders of the Merger Agreement and of the Company's shareholders of articles of amended and restatement, (2) the absence of certain enumerated legal impediments to the consummation of the Mergers, (3) effectiveness of the registration statement for the Company's common stock to be issued as consideration in the Mergers, (4) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement, (5) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), (6) the absence of a material adverse effect in respect of the Company or OTF II, and (7) the receipt of customary legal opinions to the effect that the Mergers will be treated as a “reorganization” within the meaning of Section 368(a) of the Code by the parties.

If approved, the Company's charter would be amended and restated to include restrictions on the transfer of shares of the Company's common stock through the 365-day period following a listing of the Company's common stock on a national securities exchange as follows: (i) through 180 days after the date of the listing for all of the shares of the Company's common stock held by shareholders prior to the date of the listing, (ii) through 270 days after the date of the listing for two-thirds of the shares of the Company's common stock held by shareholders prior to the date of the listing and (iii) through 365 days after the date of the listing for one-third of the shares of the Company's common stock held by shareholder's prior to the date of the listing.

Prior to the anticipated closing of the Mergers, the Company and OTF II intend to declare and pay ordinary course quarterly dividends.

Prior to the anticipated closing of the Mergers, subject to the approval of OTF II's board of directors, OTF will declare a dividend to its shareholders equal to any undistributed net investment income estimated to be remaining as of the closing of the Mergers.

The foregoing summary description of the Merger Agreement and the transactions contemplated thereby is subject to and qualified in its entirety by reference to the Merger Agreement. In connection with the Mergers, the Company and OTF II filed with the SEC and mailed to their respective shareholders a joint proxy statement/ prospectus (the “Joint Proxy Statement”) and the Company filed with the SEC a registration statement on Form N-14 (the “Registration Statement”) that included the Joint Proxy Statement and a prospectus of the Company. The definitive joint proxy statement and prospectus was filed with the SEC on January 17, 2025.

Note 13. Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:

2028 Notes

On January 21, 2025, the Company completed an offering of $650.0 million aggregate principal amount of 6.100% notes due 2028 pursuant to the Base Indenture and a Fifth Supplemental Indenture, dated as of January 21, 2025 (together with the Base Indenture, the "Indenture") between the Company and Computershare Trust Company, N.A., as trustee.