Blue Owl Technology Finance Corp.
For the period ended Mar 31, 2026. Filed May 6, 2026.
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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.
Mar 31, 2026 · Filed May 6, 2026
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Item 2. Results of Operations
The table below represents the operating results for the following periods:
| For the Three Months Ended March 31, | |||
|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | $ Change |
| Total Investment Income | $325,940 | $182,817 | $143,123 |
| Less: Total Operating Expenses | 153,354 | 82,133 | 71,221 |
| Net Investment Income (Loss) Before Taxes | $172,586 | $100,684 | $71,902 |
| Less: Income tax expense (benefit), including excise tax expense (benefit) | 1,275 | 3,352 | (2,077) |
| Net Investment Income (Loss) After Taxes | $171,311 | $97,332 | $73,979 |
| Net change in unrealized gain (loss) | (494,283) | (20,463) | (473,820) |
| Net realized gain (loss) | 103,081 | 1,263 | 101,818 |
| Net Increase (Decrease) in Net Assets Resulting from Operations | $(219,891) | $78,132 | $(298,023) |
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. For the three months ended March 31, 2026, our net asset value per share decreased, primarily driven by unrealized depreciation in our portfolio, partially offset by higher realized gains and accretive share repurchases.
Investment Income
The table below presents the investment income for the following periods:
| For the Three Months Ended March 31, | |||
|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | $ Change |
| Interest income from investments | $269,351 | $143,979 | $125,372 |
| PIK interest income from investments | 24,835 | 16,457 | 8,378 |
| Dividend income from investments | 10,845 | 6,208 | 4,637 |
| PIK dividend income | 17,711 | 11,483 | 6,228 |
| Other income | 3,198 | 4,690 | (1,492) |
| Total Investment Income | $325,940 | $182,817 | $143,123 |
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may 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.
Investment income increased by $143.1 million for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to an increase in interest income, as well as PIK interest income and dividend income, as a result of the Mergers on March 24, 2025, during which we acquired investments of $5.6 billion at fair value. See “Note 13 — Merger with Blue Owl Technology Finance Corp. II” for additional details on the Mergers. The increases in investment income were partially offset by a decrease in the weighted average yield of our portfolio from 9.8% to 8.8% year-over-year. 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 decreased to $5.5 million for the three months ended March 31, 2026 from $5.8 million for the same period in the prior year, due to a decrease in repayment activity for the period. Despite increases in PIK income year-over-year, PIK income as a percentage of total investment income decreased to 13.1% for the three months ended March 31, 2026 from 15.3% in the prior year period, primarily driven by a decrease in PIK earning investments, as a percentage of the overall total portfolio. Other income decreased period-over-period due to a decrease in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.
Expenses
The table below presents our expenses for the following periods:
| For the Three Months Ended March 31, | |||
|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | $ Change |
| Interest expense | $103,825 | $51,686 | $52,139 |
| Management fees, net(1) | 53,913 | 15,876 | 38,037 |
| Incentive fees | (10,685) | 9,441 | (20,126) |
| Professional fees | 2,741 | 3,368 | (627) |
| Directors' fees | 274 | 259 | 15 |
| Other general and administrative | 3,286 | 1,503 | 1,783 |
| Total Expenses | $153,354 | $82,133 | $71,221 |
(1)Refer to “Note 3—Agreements and Related Party Transactions” for additional details on management fee waiver.
Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we reimburse the Adviser for any services performed for us by such affiliate or third party.
Total expenses increased by $71.2 million for the three months ended March 31, 2026, as compared to the prior year period, primarily due to increases in interest expense and management fees. The $52.1 million increase in interest expense was driven by an increase in average daily borrowings to $6.8 billion from $3.4 billion, primarily due to the assumption of OTF II’s debt facilities in the merger, while our average interest rate remained flat at 5.7%, period-over-period. Management fees increased by $38.0 million, due to an increase in average adjusted gross assets as a result of the Mergers and an increase in the management fee rate as a result of our public listing on June 12, 2025. These increases in operating expenses were partially offset by a reversal of previously recorded performance based incentive fees of $38.8 million and $1.3 million, driven by unrealized depreciation in our portfolio for the three months ended March 31, 2026 and 2025, respectively. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period-over-period.
Income Taxes, Including Excise Taxes
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 the sum of (i) 90% of our investment company taxable income, as defined by the Code, and (ii) 90% of our 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, 2026, we have generated undistributed taxable earnings “spillover” of $0.50 per share. 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 tax rates.
Depending on the level of taxable income earned in a tax year, we 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 we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.
For the three months ended March 31, 2026 and 2025, we recorded U.S. federal and state corporate-level income tax expense/(benefit) of $1.3 million and $3.4 million, including U.S. federal excise tax expense of $1.3 million and $3.4 million, respectively.
Taxable Subsidiaries
Certain of our consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three months ended March 31, 2026 and 2025, we recorded U.S. federal and state income tax expense/(benefit) of $(3) thousand and $(60) thousand, respectively.
We recorded a net deferred tax liability of $716 thousand as of March 31, 2026, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries’ investment in certain partnership interests. We recorded a net deferred tax liability of $797 thousand for taxable subsidiaries as of December 31, 2025.
Net Change in Unrealized Gains (Losses)
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the following periods, net unrealized gains (losses) were:
| For the Three Months Ended March 31, | |||
|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | $ Change |
| Net change in unrealized gain (loss) on investments | $(490,703) | $(20,742) | $(469,961) |
| Net change in translation of assets and liabilities in foreign currencies and other transactions | (3,659) | 1,074 | (4,733) |
| Income tax (provision) benefit | 79 | (795) | 874 |
| Net Change in Unrealized Gain (Loss) | $(494,283) | $(20,463) | $(473,820) |
For the three months ended March 31, 2026, the net unrealized loss was primarily driven by a decrease in the fair value of certain of our equity investments and reversals of prior period unrealized gains that were realized during the period, primarily in our equity investments. As of March 31, 2026, the fair value of our debt investments as a percentage of principal was 97.2%, as compared to 99.3% as of December 31, 2025. For the three months ended March 31, 2025, the net unrealized loss was primarily driven by a decrease in the fair value of certain of our debt investments, reversals of prior period unrealized gains that were realized during the period, and partially offset by an increase in the fair value of certain of our debt and equity investments.
The ten largest contributors to the change in net unrealized gain (loss) on investments during the period consisted of the following:
| Portfolio Company | For the Three Months Ended March 31, 2026 | Portfolio Company | For the Three Months Ended March 31, 2025 |
|---|---|---|---|
| ($ in millions) · ($ in millions) | |||
| Space Exploration Technologies Corp. | $(47.2) | Klaviyo, Inc. | $(8.5) |
| Signifyd Inc. | (37.5) | Peraton Corp. | (5.2) |
| Excalibur CombineCo, L.P. | (30.8) | Replicated, Inc. | (4.0) |
| Barracuda Parent, LLC | (30.4) | Acquia Inc. | (3.9) |
| Cornerstone OnDemand, Inc. | (27.7) | Circle Internet Services, Inc. | (3.3) |
| Kaseya Inc. | (20.9) | Walker Edison Furniture Company LLC | (3.0) |
| Pluralsight, LLC | (16.8) | Exabeam, Inc. | 3.0 |
| Saturn Ultimate, Inc. | (12.7) | LSI Financing LLC | 3.8 |
| Zendesk, Inc. | (12.4) | Space Exploration Technologies Corp. | 4.7 |
| Walker Edison Furniture Company LLC | 23.0 | Ivanti Software, Inc. | 9.1 |
| Remaining Portfolio Companies | (277.3) | Remaining Portfolio Companies | (13.4) |
| Total | $(490.7) | Total | $(20.7) |
Net Realized Gains (Losses)
The realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions during the following periods were:
| Three Months Ended March 31, | |||
|---|---|---|---|
| ($ in thousands) | 2026 | 2025 | $ Change |
| Net realized gain (loss) on investments | $100,667 | $1,847 | $98,820 |
| Net realized gain (loss) on foreign currency transactions | 2,414 | (584) | 2,998 |
| Net Realized Gain (Loss) | $103,081 | $1,263 | $101,818 |
The tables below presents the largest contributors to the realized gain (loss) on investments for the following periods:
| Portfolio Company | For the Three Months Ended March 31, 2026 |
|---|---|
| ($ in millions) | |
| Space Exploration Technologies Corp. | $117.3 |
| VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) | 7.3 |
| Walker Edison Furniture Company LLC | (23.2) |
| Remaining Portfolio Companies | (0.7) |
| Total | $100.7 |
| Portfolio Company | For the Three Months Ended March 31, 2025 |
|---|---|
| ($ in millions) | |
| Klaviyo, Inc. | $14.0 |
| Ivanti Software, Inc. | (12.2) |
| Total | $1.8 |
Realized Gross Internal Rate of Return
Since we began investing in 2018 through March 31, 2026, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of over 10.6% (based on total capital invested of $8.7 billion and total proceeds from these exited investments of $10.4 billion.
IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.
Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment.
Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees (except upfront fees paid at closing for the term loan portion of an investment), administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds.
Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our shareholders. Initial investments are assumed to occur at time zero.
Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of management fees, expenses, incentive fees or taxes borne, or to be borne, by us or our shareholders, and would be lower if it did.
Aggregate cash flow realized gross IRR on our exited investments reflects only invested and realized cash amounts as described above, and does not reflect any unrealized gains or losses in our portfolio.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, our credit facilities, and other secured and unsecured debt. The primary uses of our cash are (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying or reimbursing our Adviser) and (iii) cash distributions to the holders of our shares.
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. Additional financings could include SPV drop down facilities and unsecured notes. 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%. As of March 31, 2026 and December 31, 2025, our asset coverage was 208% and 226%, 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. Our current target ratio is 0.90x-1.25x. For the three months ended March 31, 2026, our weighted average cost of debt was 5.7%. 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.
As of March 31, 2026, cash, taken together with our available debt capacity of $1.29 billion is expected to be sufficient for our investing activities and to conduct our operations in the near term. Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from unused net proceeds from financing activities and our capital commitments. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.
As of March 31, 2026, we had $0.49 billion in cash and restricted cash. During the three months ended March 31, 2026, $0.20 billion in cash was used in operating activities, primarily as a result of funding portfolio investments of $1.23 billion offset by sell downs and repayments of $1.10 billion and other operating activity of $0.06 billion. Lastly, cash provided by financing activities was $0.40 billion during the period, primarily from net borrowings on debt, partly offset by distributions of $0.17 billion paid to our shareholders, as well as share repurchases of $0.05 billion.
Equity
We have the authority to issue 1,000,000,000 common shares at $0.01 per share par value.
On March 24, 2025, as a result of the Mergers, we issued an aggregate of approximately 250,738,523 shares of our common stock.
On June 12, 2025, our common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OTF” (the “Exchange Listing”).
In connection with the Exchange Listing, the Board has determined to eliminate any outstanding fractional shares of our common stock (the “Fractional Shares”), as permitted by the Maryland General Corporation Law by rounding up the number of Fractional Shares held by each shareholder to the nearest whole share.
Our amended and restated articles of incorporation (the “Charter”) provides for three separate restricted periods during which shares of our common stock may not be transferred as follows:
One period is 180 days after the Exchange Listing and applies to all of the shares of our common stock outstanding prior to the Listing (the “First Lock-Up Period”);
One period is 270 days after the Exchange Listing and applies to two-thirds of the shares of our common stock outstanding prior to the Listing (the “Second Lock-Up Period”); and
One period is 365 days after the Exchange Listing and applies to one-third of the shares of our common stock outstanding prior to the Listing (the “Third Lock-Up Period”).
In connection with the Exchange Listing, the Board waived the transfer restrictions with respect to 23,256,814 shares of our common stock and a pro rata portion of each shareholder’s shares of our common stock were released from each of the First, Second and Third Lock-Up Periods. Effective as of September 9, 2025, the Board waived the transfer restrictions with respect to 46,513,271 shares of our common stock and a pro rata portion of each shareholder’s shares of our common stock were released from the First Lock-Up Period. On November 4, 2025, the Board waived the transfer restrictions with respect to shares of the Company’s common stock as follows:
| Approximate Number of Shares Being Released from Transfer Restrictions | Effective Date |
|---|---|
| 50.4 million(1) | November 13, 2025 |
| 49.1 million(2) | January 20, 2026 |
| 49.1 million(2) | February 20, 2026 |
| 49.1 million(3) | April 20, 2026 |
| 49.1 million(3) | May 20, 2026 |
(1)A pro rata portion of each shareholder’s shares of the Company’s common stock was released from the First Lock-Up Period.
(2)A pro rata portion of each shareholder’s shares of the Company’s common stock was released from the Second Lock-Up Period.
(3)A pro rata portion of each shareholder’s shares of the Company’s common stock will be released from the Third Lock-Up Period.
Generally, all of the Company’s common stock that has been outstanding for more than six months is eligible for public sale pursuant to Rule 144 under the Securities Act; however, certain affiliates will have to comply with the additional requirements relating to the manner of sale, volume limitation and notice provisions in order to rely on Rule 144.
As of March 31, 2026, 147,291,934 shares of our common stock outstanding are still subject to the Third Lock-Up Period.
The table below reflects the distributions declared on shares of our common stock during the following periods:
| Date Declared | Record Date | Payment Date | Distribution per Share |
|---|---|---|---|
| February 18, 2026(1) | March 31, 2026 | April 15, 2026 | 0.35 |
(1)Expected to be paid or was partially paid from sources other than ordinary income, including long-term capital gains.
| Date Declared | Record Date | Payment Date | Distribution per Share |
|---|---|---|---|
| March 14, 2025 | March 17, 2025 | March 18, 2025 | $0.34 |
During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a shareholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year, a statement on Form 1099-DIV identifying the tax character of the distributions will be mailed to our shareholders. The tax character of the distributions are not determined until our taxable year end.
Dividend Reinvestment
We have adopted a dividend reinvestment plan, pursuant to which, we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distribution in cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock rather than receiving the cash dividend or other distribution. As described below, we may purchase shares in the open market or use newly issued shares to implement the dividend reinvestment plan. Any fractional share otherwise issuable to a participant in the dividend reinvestment plan will instead be paid in cash.
We have entered into our second amended and restated dividend reinvestment plan, pursuant to which, 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 our 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, we 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). Pursuant to our second amended and restated dividend reinvestment plan, 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 table below reflects the common stock issued pursuant to the dividend reinvestment plan during the following periods:
| Date Declared | Record Date | Payment Date | Shares |
|---|---|---|---|
| November 5, 2025 | December 31, 2025 | January 15, 2026 | 1,114,799 |
| June 2, 2025 | December 23, 2025 | January 7, 2026 | 167,569 |
| Date Declared | Record Date | Payment Date | Shares |
|---|---|---|---|
| March 14, 2025 | March 17, 2025 | March 18, 2025 | 1,131,018 |
| October 1, 2024 | December 31, 2024 | January 31, 2025 | 1,098,294 |
2025 Stock Repurchase Program
On May 27, 2025, the Board approved a repurchase program (the “2025 Stock Repurchase Program”) under which the Company could repurchase up to $200 million of its outstanding common stock. Under the 2025 Stock Repurchase Program, purchases were made at management’s discretion from time to time in open-market transactions, in accordance with applicable securities laws and regulations. The 2025 Stock Repurchase Program terminated in connection with the entry into the 2026 Stock Repurchase Program, as defined below. As of the program termination date, 5,192,408 shares of our common stock have been repurchased pursuant to the 2025 Stock Repurchase Program for approximately $73.4 million since the 2025 Stock Repurchase Program’s inception. No shares were repurchased in 2026 under the 2025 Stock Repurchase Program.
2026 Stock Repurchase Program
On February 17, 2026, the Board approved a repurchase program (the “2026 Stock Repurchase Program”) under which we may repurchase up to $300 million of our common stock. Under the 2026 Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, including pursuant to trading plans with investment banks pursuant to Rule 10b5-1 of the Exchange Act, in accordance with all applicable rules and regulations. Unless extended by the Board, the 2026 Stock Repurchase Program will terminate 18-months from the date it was approved. All shares purchased by us pursuant to 2026 Stock Repurchase Program have been retired and are authorized and unissued shares.
In the three months ended March 31, 2026, we had the following repurchase activity:
| Period($ in thousands, except share and per share amounts) · Total Number of Shares Repurchased · Average Price Paid per Share · Approximate Dollar Value of Shares that have been Purchased Under the Plans · Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan | |||||
|---|---|---|---|---|---|
| February 1, 2026 to February 28, 2026 | 651,123 | $11.32 | $7,373 | $292,627 | |
| March 1, 2026 to March 31, 2026 | 3,555,175 | 12.04 | 42,811 | 249,816 | |
| 4,206,298 | $50,184 | ||||
There were no repurchases made in the three months ended March 31, 2025.
Debt
As of March 31, 2026, we had in place an Amended and Restated Senior Secured Revolving Credit Agreement (as amended from time to time, the “Revolving Credit Facility”), as well as special purpose vehicle asset credit facilities, CLOs, and unsecured notes and in the future we may enter into additional borrowing arrangements of these types. See“Note 5 — Debt” to our consolidated financial statements included in this Quarterly Report.
Aggregate Borrowings
The tables below present debt obligations as of the following periods:
| ($ in thousands) | Maturity Date | Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Unamortized Debt Issuance Costs | Net Carrying Value |
|---|---|---|---|---|---|---|
| Revolving Credit Facility(2) | December 20, 2029 | $2,675,000 | $1,640,000 | $1,031,983 | $(22,296) | $1,617,704 |
| SPV Asset Facility I | October 30, 2035 | 700,000 | 700,000 | — | (8,188) | 691,812 |
| SPV Asset Facility II | November 16, 2030 | 400,000 | 325,000 | 35,662 | (4,148) | 320,852 |
| SPV Asset Facility III | December 11, 2035 | 1,100,000 | 624,500 | 39,429 | (9,964) | 614,536 |
| SPV Asset Facility IV | October 30, 2030 | 500,000 | 270,000 | 181,775 | (5,162) | 264,838 |
| Athena CLO II | January 18, 2039 | 375,000 | 375,000 | — | (4,007) | 370,993 |
| Athena CLO IV | July 20, 2037 | 240,000 | 240,000 | — | (2,296) | 237,704 |
| Athena CLO V | October 15, 2038 | 300,000 | 300,000 | — | (1,829) | 298,171 |
| June 2026 Notes | June 17, 2026 | 375,000 | 375,000 | — | (329) | 374,671 |
| January 2027 Notes | January 15, 2027 | 300,000 | 300,000 | — | (1,237) | 298,763 |
| March 2028 Notes(3) | March 15, 2028 | 650,000 | 650,000 | — | (6,977) | 650,515 |
| September 2028 Notes | September 27, 2028 | 75,000 | 75,000 | — | (450) | 74,550 |
| April 2029 Notes(3) | April 4, 2029 | 700,000 | 700,000 | — | (10,729) | 698,743 |
| January 2031 Notes(3) | January 23, 2031 | 400,000 | 400,000 | — | (8,585) | 390,480 |
| Total Debt | $8,790,000 | $6,974,500 | $1,288,849 | $(86,197) | $6,904,332 |
| ($ in thousands) | Maturity Date | Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Unamortized Debt Issuance Costs | Net Carrying Value |
|---|---|---|---|---|---|---|
| Revolving Credit Facility | December 20, 2029 | $2,675,000 | $1,480,000 | $1,191,983 | $(23,718) | $1,456,282 |
| SPV Asset Facility I | October 30, 2035 | 700,000 | 700,000 | — | (8,398) | 691,602 |
| SPV Asset Facility II | November 16, 2030 | 400,000 | 325,000 | 75,000 | (4,536) | 320,464 |
| SPV Asset Facility III | December 11, 2035 | 1,100,000 | 624,500 | 64,924 | (11,413) | 613,087 |
| SPV Asset Facility IV | October 30, 2030 | 500,000 | 200,000 | 116,062 | (5,654) | 194,346 |
| Athena CLO II | January 18, 2039 | 375,000 | 375,000 | — | (3,932) | 371,068 |
| Athena CLO IV | July 20, 2037 | 240,000 | 240,000 | — | (2,346) | 237,654 |
| Athena CLO V | October 15, 2038 | 300,000 | 300,000 | — | (1,928) | 298,072 |
| June 2026 Notes | June 17, 2026 | 375,000 | 375,000 | — | (713) | 374,287 |
| January 2027 Notes | January 15, 2027 | 300,000 | 300,000 | — | (1,621) | 298,379 |
| March 2028 Notes | March 15, 2028 | 650,000 | 650,000 | — | (7,811) | 654,890 |
| September 2028 Notes | September 27, 2028 | 75,000 | 75,000 | — | (495) | 74,505 |
| April 2029 Notes | April 4, 2029 | 700,000 | 700,000 | — | (11,558) | 703,564 |
| Total Debt | $8,390,000 | $6,344,500 | $1,447,969 | $(84,123) | $6,288,200 |
(1)The amount available reflects any limitations related to each credit facility's borrowing base.
The table below presents the components of interest expense for the following periods:
| For the Three Months Ended March 31, | ||
|---|---|---|
| ($ in thousands) | 2026 | 2025 |
| Interest expense | $95,688 | $47,704 |
| Amortization of debt issuance costs, net | 8,005 | 3,514 |
| Net change in unrealized (gain) loss on effective interest rate swaps and hedged items included in interest expense(1) | 132 | 468 |
| Total Interest Expense | $103,825 | $51,686 |
| Average interest rate | 5.7% | 5.7% |
| Average daily borrowings | $6,760,444 | $3,370,156 |
(1)Refer to “Note 5—Debt” to our consolidated financial statements included in this Quarterly Report for details on each facility’s interest rate swap.
Senior Securities
The table below presents information about our senior securities as of the following periods:
| Class and Period | Total Amount Outstanding Exclusive of Treasury Securities(1)($ in millions) | Asset Coverage per Unit(2) | Involuntary Liquidating Preference per Unit(3) | Average Market Value per Unit(4) |
|---|---|---|---|---|
| Revolving Credit Facility | ||||
| March 31, 2026 (Unaudited) | $1,640.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 1,480.0 | 2,259.2 | — | N/A |
| December 31, 2024 | 313.0 | 2,200.6 | — | N/A |
| December 31, 2023 | 343.4 | 2,165.0 | — | N/A |
| December 31, 2022 | 705.9 | 2,057.3 | — | N/A |
| December 31, 2021 | 650.8 | 2,309.9 | — | N/A |
| December 31, 2020 | 68.3 | 1,905.6 | — | N/A |
| December 31, 2019 | 185.0 | 1,934.6 | — | N/A |
| Subscription Credit Facility(5) | ||||
| December 31, 2021 | $— | $2,309.9 | — | N/A |
| December 31, 2020 | 105.8 | 1,905.6 | — | N/A |
| December 31, 2019 | 645.7 | 1,934.6 | — | N/A |
| December 31, 2018 | 300.0 | 1,954.6 | — | N/A |
| SPV Asset Facility I | ||||
| March 31, 2026 (Unaudited) | $700.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 700.0 | 2,259.2 | — | N/A |
| December 31, 2024 | 600.0 | 2,200.6 | — | N/A |
| December 31, 2023 | 600.0 | 2,165.0 | — | N/A |
| December 31, 2022 | 450.0 | 2,057.3 | — | N/A |
| December 31, 2021 | 290.0 | 2,309.9 | — | N/A |
| December 31, 2020 | 290.0 | 1,905.6 | — | N/A |
| SPV Asset Facility II | ||||
| March 31, 2026 (Unaudited) | $325.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 325.0 | 2,259.2 | — | N/A |
| December 31, 2024 | 300.0 | 2,200.6 | — | N/A |
| December 31, 2023 | 300.0 | 2,165.0 | — | N/A |
| December 31, 2022 | 300.0 | 2,057.3 | — | N/A |
| December 31, 2021 | — | 2,309.9 | — | N/A |
| SPV Asset Facility III | ||||
| March 31, 2026 (Unaudited) | $624.5 | $2,081.8 | — | N/A |
| December 31, 2025 | 624.5 | 2,259.2 | — | N/A |
| SPV Asset Facility IV | ||||
| Class and Period | Total Amount Outstanding Exclusive of Treasury Securities(1)($ in millions) | Asset Coverage per Unit(2) | Involuntary Liquidating Preference per Unit(3) | Average Market Value per Unit(4) |
|---|---|---|---|---|
| March 31, 2026 (Unaudited) | $270.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 200.0 | 2,259.2 | — | N/A |
| CLO 2020-1(7) | ||||
| December 31, 2025 | $— | $2,259.2 | — | N/A |
| December 31, 2024 | 204.0 | 2,200.6 | — | N/A |
| December 31, 2023 | 204.0 | 2,165.0 | — | N/A |
| December 31, 2022 | 200.0 | 2,057.3 | — | N/A |
| December 31, 2021 | 200.0 | 2,309.9 | — | N/A |
| December 31, 2020 | 200.0 | 1,905.6 | — | N/A |
| Athena CLO II | ||||
| March 31, 2026 (Unaudited) | $375.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 375.0 | 2,259.2 | — | N/A |
| Athena CLO IV | ||||
| March 31, 2026 (Unaudited) | $240.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 240.0 | 2,259.2 | — | N/A |
| Athena CLO V | ||||
| March 31, 2026 (Unaudited) | $300.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 300.0 | 2,259.2 | — | N/A |
| June 2025 Notes(6) | ||||
| December 31, 2025 | $— | $2,259.2 | — | N/A |
| December 31, 2024 | 210.0 | 2,200.6 | — | N/A |
| December 31, 2023 | 210.0 | 2,165.0 | — | N/A |
| December 31, 2022 | 210.0 | 2,057.3 | — | N/A |
| December 31, 2021 | 210.0 | 2,309.9 | — | N/A |
| December 31, 2020 | 210.0 | 1,905.6 | — | N/A |
| December 2025 Notes(8) | ||||
| March 31, 2026 (Unaudited) | $— | $2,081.8 | — | N/A |
| December 31, 2025 | — | 2,259.2 | — | N/A |
| December 31, 2024 | 650.0 | 2,200.6 | — | N/A |
| December 31, 2023 | 650.0 | 2,165.0 | — | N/A |
| December 31, 2022 | 650.0 | 2,057.3 | — | N/A |
| December 31, 2021 | 650.0 | 2,309.9 | — | N/A |
| December 31, 2020 | 400.0 | 1,905.6 | — | N/A |
| June 2026 Notes | ||||
| March 31, 2026 (Unaudited) | $375.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 375.0 | 2,259.2 | — | N/A |
| December 31, 2024 | 375.0 | 2,200.6 | — | N/A |
| December 31, 2023 | 375.0 | 2,165.0 | — | N/A |
| December 31, 2022 | 375.0 | 2,057.3 | — | N/A |
| December 31, 2021 | 375.0 | 2,309.9 | — | N/A |
| December 31, 2020 | 375.0 | 1,905.6 | — | N/A |
| January 2027 Notes | ||||
| March 31, 2026 (Unaudited) | $300.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 300.0 | 2,259.2 | — | N/A |
| December 31, 2024 | 300.0 | 2,200.6 | — | N/A |
| December 31, 2023 | 300.0 | 2,165.0 | — | N/A |
| December 31, 2022 | 300.0 | 2,057.3 | — | N/A |
| December 31, 2021 | 300.0 | 2,309.9 | — | N/A |
| Class and Period | Total Amount Outstanding Exclusive of Treasury Securities(1)($ in millions) | Asset Coverage per Unit(2) | Involuntary Liquidating Preference per Unit(3) | Average Market Value per Unit(4) |
|---|---|---|---|---|
| March 2028 Notes | ||||
| March 31, 2026 (Unaudited) | $650.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 650.0 | 2,259.2 | — | N/A |
| September 2028 Notes | ||||
| March 31, 2026 (Unaudited) | $75.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 75.0 | 2,259.2 | — | N/A |
| April 2029 Notes | ||||
| March 31, 2026 (Unaudited) | $700.0 | $2,081.8 | — | N/A |
| December 31, 2025 | 700.0 | 2,259.2 | — | N/A |
| January 2031 Notes | ||||
| March 31, 2026 (Unaudited) | $400.0 | $2,081.8 | — | N/A |
(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable because the senior securities are not registered for public trading.
(5)Facility was terminated in 2021.
(6)On May 30, 2025, we redeemed in full all $210,000,000 in aggregate principal amount of the June 2025 Notes at 100% of their principal amount, plus the accrued interest thereon through, but excluding, May 30, 2025.
(7)On October 15, 2025, we redeemed in full all $204,000,000 in aggregate principal amount of CLO 2020-1 at 100% of its principal amount, plus the accrued interest thereon through, but excluding, October 15, 2025.
(8)On November 14, 2025, we redeemed in full all $650,000,000 in aggregate principal amount of the December 2025 Notes at 100% of their principal amount, plus the accrued interest thereon through, but excluding, November 14, 2025.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments in the form of revolving credit, delayed draw, or equity commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. We had the following outstanding commitments as of the following periods:
| ($ in thousands) | As of March 31, 2026 | As of December 31, 2025 |
|---|---|---|
| Revolving loan commitments | $845,487 | $797,118 |
| Delayed draw loan commitments | 1,059,515 | 947,440 |
| Debt commitments | $1,905,002 | $1,744,558 |
| Specialty finance equity commitments | $86,126 | $41,900 |
| Common equity commitments | 6,988 | 8,113 |
| Equity commitments | 93,114 | 50,013 |
| Total Unfunded Commitments | $1,998,116 | $1,794,571 |
We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the 150% asset coverage limitation. As of March 31, 2026, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.
Other Commitments and Contingencies
Refer to “Note 9— Net Assets”to our consolidated financial statements included in this Quarterly Report for details on the Company’s stock repurchase programs.
From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At March 31, 2026, management were not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
the Investment Advisory Agreement;
the Administration Agreement; and
the License Agreement.
In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
Additionally, we invest in Credit SLF and Blue Owl Leasing, controlled affiliated investments, and Amergin, BOCSO, Fifth Season, LSI Financing DAC, and LSI Financing LLC, which are non-controlled affiliated investments, as defined in the 1940 Act.
See“Note 3 —Agreements and Related Party Transactions” to our consolidated financial statements included in this Quarterly Report for further details.
Critical Accounting Policies
The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as described in our Form 10-K for the fiscal year ended December 31, 2025, in “ITEM 1A. RISK FACTORS.”
Investments at Fair Value
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as our valuation designee to perform fair value determinations relating to the value of assets held by us for which market quotations are not readily available.
Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by our Adviser, as the valuation designee, based on, among other things, the input of independent third-party valuation firm(s) engaged at the direction of our Adviser.
As part of the valuation process, our Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of our investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.
Our Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:
With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;
With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;
Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.
We conduct this valuation process on a quarterly basis.
We apply Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, our Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), our Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, our Adviser, as the valuation designee, or the independent valuation firm(s), review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
We apply the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate net asset value (“NAV”) per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently qualify as a “limited derivatives user” and expect to continue to do so. We adopted a derivatives policy and comply with Rule 18f-4’s recordkeeping requirements.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization and accretion of discounts or premiums. Certain investments may have contractual PIK interest or dividends, the majority of which is structured at initial underwriting. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally become due at maturity or at the occurrence of a liquidation event. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization and accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If, at any point, we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
We have elected to be treated for U.S. federal income tax purposes, and qualify annually thereafter, as a RIC under subchapter M of the Code. To maintain our tax treatment as a RIC, we must timely distribute (or be deemed to distribute) in each taxable year to our shareholders at least the sum of:
90% of our investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and
90% of our net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.
As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal tax on investment company taxable income and net capital gains that we distribute to our shareholders.
We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to U.S. federal income tax at corporate rates. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions, and pay the U.S. federal excise tax as described below.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) during each calendar year an amount at least equal to the sum of:
98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;
98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and
certain undistributed amounts from previous years in which we paid no U.S. federal income tax.
While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed. In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.
We intend to pay quarterly distributions to our shareholders out of assets legally available for distribution. All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.
To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.
We have adopted an “opt out” dividend reinvestment plan for our common shareholders. As a result, if we declare a cash dividend or other distribution, each shareholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our 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.
Income Taxes
We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2018 and intend to continue to qualify as a RIC. So long as we maintain our tax treatment as a RIC, we generally will not pay U.S. federal income taxes on any ordinary income or capital gains that we distribute at least annually to our shareholders as dividends. Instead, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements. However, we will be subject to U.S. federal income tax imposed at corporate rates on any income, including capital gains, not distributed (or deemed distributed) to our stockholders.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we generally must distribute to our shareholders, for each taxable year, at least (i) 90% of our “investment company taxable income” for that year, which is generally our net ordinary income plus the excess, if any, of our realized net short-term capital gains over our realized net long-term capital losses and (ii) our net tax-exempt income. In order for us not to be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
Certain of our consolidated subsidiaries are subject to U.S. federal and state income taxes imposed at corporate rates.
We evaluate tax positions taken or expected to be taken in the course of preparing our consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2025. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.
Recent Developments
We have evaluated subsequent events through the date of issuance of these consolidated financial statements and determined there are no subsequent events to disclose except for the following:
Dividend
On May 5, 2026, the Board approved a second quarter dividend of $0.35 per share for stockholders of record as of June 30, 2026, payable on or before July 15, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.