~~The Board~~designee, reviews the recommended valuations and determines the fair value of each ~~investment.~~

investment;

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

•Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the 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.

The Company conducts this valuation process on a quarterly basis.

The Company applies 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, the Company considers 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 the Company has 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~~period in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the ~~Company~~Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which its 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 (such as broker quotes), the ~~Company~~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, the ~~Company,~~Adviser, as the valuation designee, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

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 the Company’s 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 the Company 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

Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 the Company trades reverse repurchase agreements or similar financing transactions, including certain tender option bonds, the Company needs to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company has adopted a derivatives policy and complies with the recordkeeping requirements of Rule 18f-4.

Foreign Currency

Foreign currency amounts are translated into U.S. dollars on the following basis:

•cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and

•purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

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 payment-in-kind (“PIK”) interest or dividends. 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 becomes due at maturity or at the occurrence of a liquidation event. For the three months ended March 31, 2024 and 2023, PIK income earned was $37.3 million and $39.1 million, representing 21.7% and 24.2% of investment income, respectively. 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 the Company believes 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. As ~~of September 30, 2018, no investments are on non-accrual status.~~

~~Owl Rock Technology Finance Corp.~~

~~Notes to Consolidated Financial Statements (Unaudited) - Continued~~

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.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are ~~normally~~generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to ~~our~~the Company’s portfolio companies.

Organization Expenses

Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.

Offering Expenses

Costs associated with the offering of common shares of the Company are capitalized as deferred offering expenses and are included in prepaid expenses and other assets in the Consolidated ~~Statement~~Statements of Assets and Liabilities and are amortized over a twelve-month period ~~beginning with commencement of operations.~~from incurrence. Expenses for any additional offerings are deferred and amortized as incurred. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.

Debt Issuance Costs

The Company records origination and other expenses related to its debt obligations as debt issuance costs. These expenses are deferred and amortized utilizing the effective yield method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.

Reimbursement of Transaction-Related Expenses

The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.

Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.

Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act. The Company ~~also intends to elect~~has elected to be treated as a RIC under the Code beginning with its taxable ~~period~~year ending December 31, ~~2018.~~2018 and intends to continue to qualify as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay ~~corporate-level~~ U.S. federal income taxes at corporate rates on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company generally must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its 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.

The Company does not currently qualify as a “publicly offered regulated investment company,” as defined in the Code. Accordingly, shareholders will be taxed as though they received a distribution of some of the expenses. A “publicly offered regulated investment company” is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market, or (iii) held by at least 500 persons at all times during the taxable year. The Company cannot determine when it will qualify as a publicly offered RIC. If we do not qualify as a publicly offered RIC during the tax year, a non-corporate shareholder’s allocable portion

Certain of the Company’s ~~affected expenses, including a portion of its management fees, will be treated as an additional distribution~~consolidated subsidiaries are subject to ~~shareholders. A non-corporate shareholder’s allocable portion of these expenses are treated as miscellaneous itemized deductions that are not currently deductible by such shareholders.~~

U.S. federal and state corporate-level income taxes.

Blue Owl ~~Rock~~ Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The Company evaluates tax positions taken or expected to be taken in the course of preparing its 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 ~~September 30, 2018.~~

December 31, 2023. As applicable, the Company’s prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

Distributions to Common Shareholders

Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. ~~Net realized~~In addition, the Board may consider the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Undistributed long-term capital gains, if any, would be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the dividend reinvestment plan.

Consolidation

As provided under Regulation S-X and ASC Topic 946 - Financial Services - Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's wholly-owned subsidiaries in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.

New Accounting Pronouncements

In ~~August 2018,~~March 2020, the FASB issued ASU No. ~~2018-13,~~ ~~Fair~~2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848),” which extended the transition period provided under ASU No. 2020-04 and 2021-01 for all entities from December 31, 2022 to December 31, 2024.

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement ~~(subtopic~~(Topic 820)~~: Changes~~,” which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the ~~Disclosure Requirements~~sale of an equity security and introduces new disclosure requirements for ~~Fair Value Measurement, an update~~equity securities subject to ~~improve~~contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities the ~~effectiveness of disclosures in the notes to~~amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements ~~by facilitating clear communication of~~that have not yet been issued or made available for issuance. An entity that qualifies as an investment company under Topic 946 should apply the ~~information required by U.S. GAAP. The~~ amendments in ASU No. ~~2018-13 are~~2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption. Management has adopted the aforementioned accounting pronouncement and concluded that it does not have a material effect on the accompanying consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740),” which updates income tax disclosure requirements related to rate reconciliation, income taxes paid and other disclosures. ASU 2023-09 is effective for ~~annual reporting periods~~public business entities for fiscal years beginning after December 15, ~~2019, including interim periods within~~2024. Early adoption is permitted for annual financial statements that ~~reporting period.~~

have not yet been issued or made available for issuance. The ~~application~~Company is currently evaluating the impact of adopting ASU No. 2023-09 on the consolidated financial statements.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Other than the aforementioned ~~updated~~ guidance, isthe Company’s management does not ~~expected to~~believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material ~~impact~~effect on the ~~Company’s~~accompanying consolidated financial statements.

Note 3. Agreements and Related Party Transactions

Administration Agreement

~~On August 10, 2018, the~~

The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.

On May 6, 2024, the Board approved the continuation of the Administration Agreement.

The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.

The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. 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 the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.

Unless earlier terminated as described below, the Administration Agreement will remain in effect ~~until August 9, 2020~~for two years from the date it first became effective, and will remain in effect from year to year ~~thereafter~~ if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board or by the ~~Administrator.~~

~~Owl Rock Technology Finance Corp.~~

~~Notes to Consolidated Financial Statements (Unaudited) - Continued~~

Adviser.

No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s officers who provide operational and administrative services, as well as their respective staffs and other professionals who provide services to the Company, who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office”, financial or operational services to the Company (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

For the ~~period~~ three months ended ~~September 30, 2018,~~ March 31, 2024 and 2023, the Company incurred expenses of approximately ~~$0.1~~$0.8 million and $0.7 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

As of March 31, 2024 and 2023, amounts reimbursable to the Adviser pursuant to the Administration Agreement were $2.1 million and $1.4 million, respectively.

Investment Advisory Agreement

~~On August 10, 2018, the Company entered into an~~

The Investment Advisory Agreement ~~(the “Investment Advisory Agreement”) with the Adviser.~~ became effective on May 18, 2021. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals.

On May 6, 2024, the Board approved the continuation of the Investment Advisory Agreement.

The Adviser’s services under the Investment Advisory Agreement are not exclusive, and ~~it is free to furnish~~accordingly, the Adviser may provide similar services to ~~other entities so long as its services to the Company are not impaired.~~

others.

Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect ~~until August 9, 2020~~for two years from the date it first became effective and will remain in effect from year-to-year ~~thereafter~~ if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of any penalty, the Investment Advisory Agreement may be terminated by the vote of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.

The management fee (“Management Fee”) is payable quarterly in arrears. Prior to the future quotation or listing of the Company’s securities on a national securities exchange (an “Exchange Listing”) or the future quotation or listing of its securities on any other public trading market, the Management Fee is payable at an annual rate of 0.90% of the Company’s (i) average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the two most recently completed calendar quarters; provided, however, that no Management Fee will be charged on the value of gross assets (excluding cash and cash- equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act; plus (ii) the average of any remaining unfunded Capital Commitments at the end of the two most recently completed calendar quarters. Following an Exchange Listing, the Management Fee is payable at an annual rate of (x) 1.50% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act and (y) 1.00% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, in each case, at the end of the two most recently completed calendar quarters payable quarterly in arrears. The Management Fee will be appropriately prorated and adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases during the relevant calendar quarters. The Management Fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter). For purposes of the Investment Advisory Agreement, gross assets means the Company’s total assets determined on a consolidated basis in accordance with generally accepted accounting principles in the United States, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.

~~Owl Rock Technology Finance Corp.~~

~~Notes to Consolidated Financial Statements (Unaudited) - Continued~~

For the ~~period~~three months ended ~~September 30, 2018,~~March 31, 2024 and 2023, management fees were ~~$0.2 million.~~

$14.0 million and $14.6 million, respectively.

Pursuant to the Investment Advisory Agreement, the Adviser is entitled to an incentive fee (“Incentive Fee”), which consists of two components that are independent of each other, with the result that one component may be payable even if the other is not.

The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on our income and a portion is based on our capital gains, each as described below. The portion of the Incentive Fee based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following the ~~initial closing date,~~Initial Closing Date, and equals (i) prior to an Exchange Listing, 100% of the ~~pre- Incentive~~pre-Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate”, until the Adviser has received 10% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.67% quarterly, 10% of all remaining ~~pre- Incentive~~pre-Incentive Fee net investment income for that calendar quarter, and (ii) subsequent to an Exchange Listing, 100% of the ~~pre- Incentive~~pre-Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that calendar quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of (i) prior to an Exchange Listing, 10% on all ~~pre- Incentive~~pre-Incentive Fee net investment income when that amount equals 1.67% in a calendar quarter (6.67% annualized), and (ii) subsequent to an Exchange Listing, 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a calendar quarter (7.27% annualized), which, in each case, is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, (i) prior to an Exchange Listing, 10% of any pre-Incentive Fee net investment income in excess of 1.67% in any

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

calendar quarter is payable to the Adviser, and (ii) subsequent to an Exchange Listing, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any calendar quarter is payable to the Adviser.

For the three months ended March 31, 2024 and 2023, the Company incurred incentive fees of $10.3 million and $9.2 million, respectively, based on net investment income.

The second component of the Incentive Fee, the “Capital Gains Incentive Fee,” payable at the end of each calendar year in arrears, equals, (i) prior to an Exchange Listing, 10% of cumulative realized capital gains from the initial closing date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the initial closing date to the end of each calendar year, and (ii) subsequent to an Exchange Listing, 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year. Each year, the fee paid for the Capital Gains Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Incentive Fee for prior periods. ~~We will accrue, but will~~While the Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, as required by U.S. GAAP, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not ~~pay, a Capital Gains Incentive Fee~~entitled to an incentive fee with respect to unrealized ~~appreciation because a Capital Gains Incentive Fee would be owed to the Adviser if we were to sell the relevant investment~~gains unless and ~~realize a capital gain.~~until such gains are actually realized. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the sole purpose of calculating the Capital Gains Incentive Fee, the cost basis as of the initial closing date for all of the Company’s investments made prior to the initial closing date will be equal to the fair value of such investments as of the last day of the calendar quarter in which the initial closing date occurs; provided, however, that inIn no event will the Capital Gains Fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

~~There~~

For the three months ended March 31, 2024, the Company recorded a reversal of previously recorded performance based incentive fees based on capital gains of $0.2 million. For the three months ended March 31, 2023, the Company incurred performance-based incentive fees based on capital gains of $1.5 million, of which $1.5 million was ~~no incentive fee for the period ended September 30, 2018.~~

related to unrealized gains.

Affiliated Transactions

The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company ~~intends to rely~~relies on an order exemptive relief (as amended, the “Order”) that has been granted by the SEC to Blue Owl ~~Rock Capital~~Credit Advisors LLC (“~~ORCA”~~OCA”) and certain of its affiliates to permit the Company to co-invest with other funds managed by the Adviser or its affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to ~~such exemptive relief,~~the Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching ofby the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, ~~and~~ (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are ~~investing.~~ investing and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transactions) except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.

In addition, the Order permits us to participate in follow-on investments in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company.

The Adviser is ~~under common control~~affiliated with ~~ORCA and~~OCA, Blue Owl ~~Rock~~ Private Credit Fund Advisors LLC (“~~ORPFA”~~OPCA”), Blue Owl Diversified Credit Advisors LLC (“ODCA”) and Blue Owl Technology Credit Advisors II LLC (“OTCA II”), together with OCA, OPFA, ODCA and the Adviser, the “Blue Owl Credit Advisers”, which are also investment ~~advisers~~advisers. The Blue Owl Credit Advisers are indirect affiliates of Blue Owl and ~~indirect subsidiaries~~comprise part of Blue Owl’s Credit platform, which focuses on direct lending. The Blue Owl ~~Rock Capital Partners. The Adviser, ORCA, ORPFA and Owl Rock Capital Partners are referred to, collectively, as “Owl Rock.”~~ ~~Owl Rock’s~~Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities between the Company ~~Owl Rock Capital Corporation~~ and ~~Owl Rock Capital Corporation II, both of which are BDCs advised by ORCA, and/or~~ other funds managed by the Adviser or its affiliates. As a result of ~~exemptive relief,~~the Order, there could be significant overlap in the Company’s investment portfolio and investment portfolios of the BDCs, private funds and separately managed accounts managed by the Blue Owl ~~Rock Capital Corporation,~~Credit Advisers (collectively, the “Blue Owl ~~Rock Capital Corporation II~~Credit Clients”) and/or other funds ~~established~~managed by the Adviser or its affiliates that could avail themselves of the ~~exemptive relief.~~

Order and that have investment objective similar to the Company.

Blue Owl ~~Rock~~ Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

License Agreement

On ~~August 10, 2018,~~July 6, 2023, the Company ~~has~~ entered into a license agreement (the “License Agreement”) with an affiliate of Blue Owl, pursuant to which ~~an affiliate of Owl~~ ~~Rock Capital Partners LP has~~we were granted ~~the Company~~ a non-exclusive license to use the name ~~“Owl Rock.”~~“Blue Owl”. Under the License Agreement, the Company has a right to use the Blue Owl ~~Rock~~ name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company ~~will have~~has no legal right to the ~~“Owl Rock”~~“Blue Owl” name or logo.

~~Note 4. Investments~~

Controlled/Affiliated Portfolio Companies

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, ~~"non-affiliated investments"~~“non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.

The Company has made investments in non-controlled, affiliated companies, including Fifth Season Investments LLC (“Fifth Season”) and LSI Financing DAC 1 (“LSI Financing”).

Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, the Company made an initial equity investment in Fifth Season. As of March 31, 2024 its equity investment in Fifth Season was $65.3 million at fair value. The Company’s investment in Fifth Season is a co-investment with its affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Fifth Season.

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, the Company made an initial investment in LSI Financing. As of March 31, 2024 its investment in LSI Financing was $12.9 million at fair value. The Company’s investment in LSI Financing is a co-investment with its affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in LSI Financing.

Note 4. Investments

The table below presents the composition of investments at fair value and amortized cost as of the following periods:


	March 31, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	4,029,472	$	4,015,880	$	3,987,458	$	3,983,668
Second-lien senior secured debt investments	406,612		402,057		460,037		454,090
Unsecured debt investments	411,870		401,446		436,423		427,862
Preferred equity investments(1)	912,812		837,241		905,784		861,779
Common equity investments(2)	378,591		420,564		423,524		404,623
Total Investments	$	6,139,357	$	6,077,188	$	6,213,226	$	6,132,022

________________

(1)Includes equity investment in LSI Financing.

(2)Includes equity investment in Fifth Season.

Blue Owl ~~Rock~~ Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

~~Investments at fair value and amortized cost consisted~~

The Company uses Global Industry Classification Standards (“GICS”) for classifying the industry groupings of its portfolio companies. The table below presents the ~~following as of September 30, 2018:~~

September 30, 2018

($ in thousands)

Amortized Cost

Fair Value

First-lien senior secured debt investments

$
11,940

$
11,940

Second-lien senior secured debt investments

19,602

19,600

Total Investments

$
31,542

$
31,540

~~The~~ industry composition of investments based on fair value as of ~~September 30, 2018 was as follows:~~

the following periods:

	~~September 30, 2018~~
~~Healthcare technology~~		~~100.0~~	%
~~Total~~		~~100.0~~	%


	March 31, 2024		December 31, 2023
Aerospace & Defense	2.3	%	2.2	%
Application Software	13.4		14.0
Banks	1.2		1.2
Building Products	0.9		0.9
Capital Markets	—		0.5
Commercial Services & Supplies	—		—
Construction & Engineering	—		—
Consumer Finance	—		0.3
Diversified Consumer Services	5.3		5.1
Diversified Financial Services	7.1		6.2
Electrical Equipment	—		0.8
Energy Equipment & Services	2.0		2.0
Food & Staples Retailing	0.4		0.4
Health Care Providers & Services	1.1		1.1
Health Care Technology	14.8		14.4
Hotels, Restaurants & Leisure	3.0		2.6
Household Durables	1.3		1.3
Industrial Conglomerates	1.5		1.4
Insurance(1)	1.9		1.6
Internet & Direct Marketing Retail	3.8		3.8
IT Services	4.7		5.1
Life Sciences Tools & Services	0.1		0.1
Media	1.0		—
Multiline Retail	0.1		—
Pharmaceuticals(2)	0.9		0.4
Professional Services	5.9		7.7
Real Estate Management & Development	0.9		0.9
Road & Rail	0.2		0.2
Systems Software	25.1		24.7
Thrifts & Mortgage Finance	1.1		1.1
Total	100.0	%	100.0	%

________________

(1)Includes investment in Fifth Season.

(2)Includes investment in LSI Financing.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The table below presents the geographic composition of investments based on fair value as of ~~September 30, 2018 was as follows:~~

the following periods:

	~~September 30, 2018~~
~~United States:~~
~~Northeast~~		~~100.0~~	%
~~Total~~		~~100.0~~	%


	March 31, 2024		December 31, 2023
United States:
Midwest	20.1	%	19.7	%
Northeast	16.3		16.0
South	17.8		17.1
West	30.6		31.5
Brazil	0.6		0.6
Canada	4.3		4.3
Estonia	0.2		0.2
Guernsey	3.5		3.7
Ireland	0.2		0.2
Israel	2.5		2.5
Netherlands	0.7		1.0
United Kingdom	3.2		3.2
Total	100.0	%	100.0	%

Note 5. ~~Fair Value~~Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. The Company’s asset coverage was 218% and 217% as of ~~Investments~~

~~Investments~~

March 31, 2024 and December 31, 2023, respectively.

The ~~following~~ tables below present the ~~fair~~debt obligations for the following periods:


	March 31, 2024
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	1,115,000	$	349,038	$	765,962	$	333,600
SPV Asset Facility I	600,000		600,000		—		594,642
SPV Asset Facility II	300,000		300,000		—		298,450
June 2025 Notes	210,000		210,000		—		208,472
December 2025 Notes	650,000		650,000		—		652,660
June 2026 Notes	375,000		375,000		—		371,669
January 2027 Notes	300,000		300,000		—		295,734
CLO 2020-1	204,000		204,000		—		199,666
Total Debt	$	3,754,000	$	2,988,038	$	765,962	$	2,954,893

________________

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)The carrying value ~~hierarchy~~ of ~~investments as~~the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of ~~September 30, 2018:~~

unamortized debt issuance costs/premium of $15.4 million, $5.4 million, $1.5 million, $1.5 million, -$2.7 million, $3.3 million, $4.3 million and $4.4 million, respectively.

Fair Value Hierarchy as of September 30, 2018

($ in thousands)

Level 1

Level 2

Level 3

Total

First-lien senior secured debt investments

$
—

$
—

$
11,940

$
11,940

Second-lien senior secured debt investments

—

—

19,600

19,600

Total Investments at fair value

$
—

$
—

$
31,540

$
31,540

(3)Net carrying value includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

Blue Owl ~~Rock~~ Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


	December 31, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	1,090,000	$	343,393	$	746,607	$	327,266
SPV Asset Facility I	600,000		600,000		—		594,453
SPV Asset Facility II	300,000		300,000		—		298,103
June 2025 Notes	210,000		210,000		—		208,175
December 2025 Notes	650,000		650,000		—		653,042
June 2026 Notes	375,000		375,000		—		371,316
January 2027 Notes	300,000		300,000		—		295,364
CLO 2020-1	204,000		204,000		—		199,610
Total Debt	$	3,729,000	$	2,982,393	$	746,607	$	2,947,329

________________

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of unamortized debt issuance costs/premium of $16.1 million, $5.6 million, $1.9 million, $1.8 million, -$3.0 million, $3.7 million, $4.6 million, and $4.4 million, respectively.

(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

The table below presents the components of interest expense for the following periods:


	For the Three Months Ended March 31,
($ in thousands)	2024			2023
Interest expense	$	46,961		$	46,217
Amortization of debt issuance costs	2,294			1,994
Total Interest Expense	$	49,255		$	48,211
Average interest rate	6.3		%	5.8		%
Average daily borrowings	$	2,986,183		$	3,207,224

Credit Facilities

Subscription Credit Facility

On November 19, 2018, the Company entered into a revolving credit facility (as amended, the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent (the “Administrative Agent”) and letter of credit issuer, and the banks and financial institutions from time to time party thereto, as lenders.

The Subscription Credit Facility permitted the Company to borrow up to $700 million, subject to availability under the "Borrowing Base". The Borrowing Base was calculated based on the unused Capital Commitments of the investors meeting various eligibility requirements above certain concentration limits. Effective November 5, 2021, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.

Borrowings under the Subscription Credit Facility bore interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 1.50% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 0.50%, (B) the federal funds rate plus 1.00%, and (C) one-month LIBOR plus 1.50%. The Company generally borrowed utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. Loans were able to be converted from one rate to another at any time at the Company’s election, subject to certain conditions. The Company also paid an unused commitment fee of 0.25% per annum on the unused commitments.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Revolving Credit Facility

On November 15, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amended and restated in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of March 15, 2019 (as amended, restated, supplemented or otherwise modified prior to November 15, 2022). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), Truist Bank as Administrative Agent, Truist Securities, Inc., ING Capital LLC, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Truist Securities, Inc. and ING Capital LLC, as Joint Bookrunners. On September 26, 2023 (the "Revolving Credit Facility First Amendment Date"), the parties to the Revolving Credit Facility entered into an amendment, including to increase the maximum commitments available under the facility, extend the availability period and maturity date, reduce the credit adjustment spread for US dollar denominated term SOFR loans and make various other changes. The following describes the terms of the Revolving Credit Facility amended through February 29, 2024.

The Revolving Credit Facility is guaranteed by certain of the Company's domestic subsidiaries in existence on the Revolving Credit Facility First Amendment Date, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

As of February 29, 2024, the Revolving Credit Facility provides for (a) a term loan in a principal amount of $75.0 million (which term loan amount was increased from $50.0 million to $75.0 million on the February 29, 2024) and (b) subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $1.04 billion (on an aggregated basis, the aggregate outstanding term loans and revolving credit facility commitments under the Revolving Credit Facility increased from $1.09 billion to $1.12 billion on February 29, 2024). The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.64 billion through the Company's exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200 million limit for swingline loans, and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.

As of the Revolving Credit Facility First Amendment Date, the availability period under the Revolving Credit Facility will terminate on September 24, 2027 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on September 26, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus a credit spread adjustment plus margin of 1.875% or 1.75% per annum, subject to certain conditions, or (ii) the prime rate plus margin of 0.875% or 0.75% per annum, subject to certain conditions. The Company may elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin (including any applicable credit spread adjustment). The Company will also pay a fee of 0.375% on daily undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

SPV Asset Facilities

Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, the Company sells and contributes certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between the Company and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired to the wholly owned subsidiary through the Company’s ownership of the wholly owned subsidiary. The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay our debts. The SPV Asset Facilities contain customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to their shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).

SPV Asset Facility I

On December 22, 2022 (the “SPV Asset Facility I Closing Date”), OR Tech Financing I LLC ("OR Tech Financing I”), a Delaware limited liability company and wholly-owned subsidiary of the Company entered into an Amended and Restated Credit Agreement (the “SPV Asset Facility I”), which amends and restates in its entirety that certain Credit Agreement, dated as of August 11, 2020, by and among OR Tech Financing I, as Borrower, Alter Domus (US) LLC, as Administrative Agent and Document Custodian, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and the lenders from time to time party thereto (the “SPV Asset Facility I Lenders”). On March 30, 2023, the parties to the SPV Asset Facility I entered into an amendment and the following describes the terms of SPV Asset Facility I as amended through such date.

From time to time, the Company expects to sell and contribute certain investments to OR Tech Financing I pursuant to a Sale and Contribution Agreement by and between the Company and OR Tech Financing I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by OR Tech Financing I, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by OR Tech Financing I through ownership of OR Tech Financing I. The total term loan commitment of the SPV Asset Facility I is $600 million (increased from $450 million on March 30, 2023). The availability of the commitments are subject to a ramp up period and subject to an overcollateralization ratio test, which is based on the value of OR Tech Financing I assets from time to time, and satisfaction of certain other tests and conditions, including an advance rate test, interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Asset Facility I provides for the ability to draw term loans for a period of up to three years after the SPV Asset Facility I Closing Date unless the commitments are terminated as provided in the SPV Asset Facility I. Unless otherwise terminated, the SPV Asset Facility I will mature on December 22, 2033 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by OR Tech Financing I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, OR Tech Financing I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn bear interest at term SOFR plus a spread of 3.31%. The SPV Asset Facility I contains customary covenants, limitations on the activities of OR Tech Financing I, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of OR Tech Financing I and on any payments received by OR Tech Financing I in respect of those assets. Assets pledged to the SPV Asset Facility I Lenders will not be available to pay the debts of the Company.

SPV Asset Facility II

On November 16, 2021 (the “SPV Asset Facility II Closing Date”), ORTF Funding I LLC (“ORTF Funding I”), a Delaware limited liability company and the Company’s wholly-owned subsidiary entered into a Credit Agreement (the "SPV Asset Facility II"), with ORTF Funding I LLC, as Borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust company as Collateral Administrator and Collateral Agent and Alter Domus (US) LLC as Collateral Custodian. On the SPV Asset Facility II Closing Date, ORTF Funding I and Goldman Sachs Bank USA, as Administrative Agent, also entered into a Margining Agreement relating to the Secured Credit Facility (the "Margining Agreement"). The following describes the terms of the SPV Asset Facility II as amended through June 23, 2023.

From time to time, the Company expects to sell and contribute certain investments to ORTF Funding I pursuant to a Sale and Contribution Agreement by and between the Company and ORTF Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from SPV Asset Facility II will be used to finance the origination and acquisition

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

of eligible assets by ORTF Funding I, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORTF Funding I through their ownership of ORTF Funding I. The maximum principal amount which may be borrowed under SPV Asset Facility II is $300 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORTF Funding I’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.

The SPV Asset Facility II provides for the ability to draw and redraw revolving loans for a period of up to three years after the SPV Asset Facility II Closing Date. Unless otherwise terminated, the SPV Asset Facility II will mature on November 16, 2026 (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORTF Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORTF Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company. The SPV Asset Facility II may be permanently reduced, in whole or in part, at the option of ORTF Funding I subject to payment of a premium for a period of time.

Amounts drawn bear interest at Term SOFR plus a spread of 2.625% and the spread is payable on the amount by which the undrawn amount exceeds a minimum threshold, initially zero and ramping to 75% of the commitment amount. The undrawn amount of the commitment not subject to such spread payment is subject to an undrawn fee of 0.50% per annum. Certain additional fees are payable on each payment date to Goldman Sachs Bank USA as Administrative Agent. In addition, under the Margining Agreement and Credit Agreement, ORTF Funding I is required to post cash margin (or in certain cases, additional eligible assets) to the Administrative Agent if a borrowing base deficiency occurs or if the weighted average price gap (as defined in the Margining Agreement), which is a measure of the excess of the aggregate value assigned to ORTF Funding I’s assets for purposes of the borrowing base test over the total amount drawn under the SPV Asset Facility II, falls below 20%.

Unsecured Notes

June 2025 Notes

On June 12, 2020, the Company issued $210 million aggregate principal amount of 6.75% notes due 2025 (the “June 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2025 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The June 2025 Notes were issued pursuant to an Indenture dated as of June 12, 2020 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of June 12, 2020 (the “First Supplemental Indenture” and together with the Base Indenture, the “June 2025 Indenture”), between the Company and the Trustee. The June 2025 Notes will mature on June 30, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the June 2025 Indenture. The June 2025 Notes initially bear interest at a rate of 6.75% per year payable semi-annually on June 30 and December 30 of each year, commencing on December 30, 2020. As described in the First Supplemental Indenture, if the June 2025 Notes cease to have an investment grade rating from Kroll Bond Rating Agency (or if Kroll Bond Rating Agency ceases to rate the June 2025 Notes or fails to make a rating of the June 2025 Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization,” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Kroll Bond Rating Agency) (an “Interest Rate Adjustment Event”), the interest rate on the June 2025 Notes will increase to 7.50% from the date of the Interest Rate Adjustment Event until the date on which the June 2025 Notes next again receive an investment grade rating. The June 2025 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2025 Notes. The June 2025 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior. The June 2025 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The June 2025 Notes will rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The June 2025 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2025 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the June 2025 Indenture.

In addition, if a change of control repurchase event, as defined in the June 2025 Indenture, occurs prior to maturity, holders of the June 2025 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the June 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

December 2025 Notes

On September 23, 2020, the Company issued $400 million aggregate principal amount of its 4.75% notes due 2025 (the “December 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. On November 23, 2021, we issued an additional $250 million aggregate principal amount of the December 2025 Notes in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The December 2025 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The December 2025 Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of September 23, 2020 (the “Second Supplemental Indenture” and together with the Base Indenture, the “December 2025 Indenture”), between the Company and the Trustee. The December 2025 Notes will mature on December 15, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the December 2025 Indenture. The December 2025 Notes bear interest at a rate of 4.75% per year payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2020. The December 2025 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the December 2025 Notes. The December 2025 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior. The December 2025 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The December 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the December 2025 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, if a change of control repurchase event, as defined in the December 2025 Indenture, occurs prior to maturity, holders of the December 2025 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the December 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the December 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

June 2026 Notes

On December 17, 2020, the Company issued $375 million aggregate principal amount of 3.75% notes due 2026 (the “June 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

June 2026 Notes bear interest at a rate of 3.75% per year payable semi-annually on June 17 and December 17 of each year, commencing on June 17, 2021. The June 2026 Notes are the Company’s direct, general unsecured obligations and will rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2026 Notes. The June 2026 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the June 2026 Notes. The June 2026 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The June 2026 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The June 2026 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended 1940, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, if a change of control repurchase event, as defined in the June 2026 Indenture, occurs prior to maturity, holders of the June 2026 Notes will have the right, at their option, to require us to repurchase for cash some or all of the June 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

January 2027 Notes

On June 14, 2021, the Company issued $300 million aggregate principal amount of 2.50% notes due 2027 (the “January 2027 Notes”).

The January 2027 Notes were issued pursuant to the Base Indenture and a Fourth Supplemental Indenture, dated as of December 17, 2020 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the “January 2027 Indenture”), between the Company and the Trustee. The January 2027 Notes will mature on January 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2027 Indenture. The January 2027 Notes bear interest at a rate of 2.50% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2022. The January 2027 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the January 2027 Notes. The January 2027 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the January 2027 Notes. The January 2027 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The January 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The January 2027 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the January 2027 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, if a change of control repurchase event, as defined in the January 2027 Indenture, occurs prior to maturity, holders of the January 2027 Notes will have the right, at their option, to require us to repurchase for cash some or all of the January 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the January 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

CLO

CLO 2020-1

On December 16, 2020 (the “CLO 2020-1 Closing Date”), the Company completed a $333.5 million term debt securitization transaction (the “CLO 2020-1 Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO 2020-1 Transaction were issued by the Company’s consolidated subsidiaries Owl Rock Technology Financing 2020-1, an

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

exempted company incorporated in the Cayman Islands with limited liability (the “CLO 2020-1 Issuer”), and Owl Rock Technology Financing 2020-1 LLC, a Delaware limited liability company (the “CLO 2020-1 Co-Issuer” and together with the CLO 2020-1 Issuer, the “CLO 2020-1 Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans, recurring revenue loans and participation interests in middle market loans, recurring revenue loans as well as by other assets of the CLO 2020-1 Issuer.

The CLO 2020-1 Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Closing Date (the “CLO 2020-1 Indenture”), by and among the CLO 2020-1 Issuers and State Street Bank and Trust Company: $200 million of A (sf) Class A Notes, which bore interest at term SOFR (plus a spread adjustment) plus 2.95% (the “CLO 2020-1 Secured Notes”). The CLO 2020-1 Secured Notes are secured by the middle market loans, recurring revenue loans, participation interests in middle market loans and recurring revenue loans and other assets of the Issuer. The CLO 2020-1 Secured Notes are scheduled to mature on the Payment Date (as defined in the CLO 2020-1 Indenture) in January 2031. The CLO 2020-1 Secured Notes were offered by MUFG Securities Americas Inc., as initial purchaser, from time to time in individually negotiated transactions. Upon the occurrence of certain triggering events relating to the end of LIBOR, a different benchmark rate will replace LIBOR as the reference rate for interest accruing on the CLO 2020-1 Secured Notes.

The CLO 2020-1 Secured Notes were redeemed in the CLO 2020-1 Refinancing, described below.

Concurrently with the issuance of the CLO 2020-1 Secured Notes, the CLO 2020-1 Issuer issued approximately $133.5 million of subordinated securities in the form of 133,500 preferred shares at an issue price of U.S. $1,000 per share (the “CLO 2020-1 Preferred Shares”). The CLO 2020-1 Preferred Shares were issued by the CLO 2020-1 Issuer as part of its issued share capital and are not secured by the collateral securing the CLO 2020-1 Secured Notes. The Company purchased all of the CLO 2020-1 Preferred Shares. The Company acts as retention holder in connection with the CLO 2020-1 Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO 2020-1 Preferred Shares.

As part of the CLO 2020-1 Transaction, the Company entered into a loan sale agreement with the CLO 2020-1 Issuer dated as of the Closing Date, which provided for the sale and contribution of approximately $243.4 million par amount of middle market loans and recurring revenue loans from the Company to the CLO 2020-1 Issuer on the Closing Date and for future sales from the Company to the CLO 2020-1 Issuer on an ongoing basis. No gain or loss was recognized as a result of these sales and contributions. Such loans constituted part of the initial portfolio of assets securing the CLO 2020-1 Secured Notes. The Company made customary representations, warranties, and covenants to the CLO 2020-1 Issuer under the loan sale agreement.

Through January 15, 2022, the net proceeds of the issuing of the CLO 2020-1 Secured Notes not used to purchase the initial portfolio of loans securing the CLO 2020-1 Secured Notes and a portion of the proceeds received by the CLO 2020-1 Issuer from the loans securing the CLO 2020-1 Secured Notes were able to be used by the CLO 2020-1 Issuer to purchase additional middle market loans and recurring revenue loans under the direction of the Adviser, in its capacity as collateral manager for the CLO 2020-1 Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans and recurring revenue loans.

The CLO 2020-1 Secured Notes were the secured obligation of the CLO 2020-1 Issuers, and the CLO 2020-1 Indenture included customary covenants and events of default. The CLO 2020-1 Secured Notes were not registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and were not able to be offered or sold in the United States absent registration with the SEC or pursuant to an applicable exemption from such registration.

The Adviser served as collateral manager for the CLO 2020-1 Issuer under a collateral management agreement dated as of the Closing Date. The Adviser was entitled to receive fees for providing these services. The Adviser waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement, dated August 10, 2018, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO 2020-1 Issuers’ equity or notes owned by the Company.

CLO 2020-1 Refinancing

On August 23, 2023 (the “CLO 2020-1 Refinancing Date”), the Company completed a $337.5 million term debt securitization refinancing (the “CLO 2020-1 Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by the Company. The secured notes issued in the CLO 2020-1 Refinancing were issued by the Company’s consolidated subsidiary Owl Rock Technology Financing 2020-1 LLC, a Delaware limited

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

liability company (the “CLO 2020-1 Refinancing Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO 2020-1 Refinancing Issuer.

The CLO 2020-1 Refinancing was executed by the issuance of the following classes of notes pursuant to an indenture and security agreement dated as of the CLO 2020-1 Closing Date by and among the CLO 2020-1 Issuer, the CLO 2020-1 Refinancing Issuer, as co-issuer and State Street Bank and Trust Company as trustee, as supplemented by the First Supplemental Indenture dated as of July 18, 2023 by and among the CLO 2020-1 Issuer, as issuer, the CLO 2020-1 Refinancing Issuer, as co-issuer and the Trustee and the Second Supplemental Indenture dated as of the CLO 2020-1 Refinancing Date (the “CLO 2020-1 Refinancing Indenture”), by and among the CLO 2020-1 Refinancing Issuer and the Trustee: (i) $112.5 million of AAA(sf) Class A-1R Notes, which bear interest at the Benchmark plus 3.05%, (ii) $23.5 million of AAA(sf) Class A-2R Notes, which bear interest at 6.937%, (iii) $53 million of A(sf) Class B-1R Notes, which bear interest at the Benchmark plus 4.64% and (iv) $15 million of A(sf) Class B-2R Notes, which bear interest at 8.497%, (together, the “CLO 2020-1 Refinancing Secured Notes”). The CLO 2020-1 Refinancing Secured Notes are secured by the middle market loans and other assets of the CLO 2020-1 Refinancing Issuer. The CLO 2020-1 Refinancing Secured Notes are scheduled to mature on the Payment Date (as defined in the CLO 2020-1 Refinancing Indenture) in October 2035. The CLO 2020-1 Refinancing Secured Notes were privately placed by MUFG Securities Americas Inc. and Scotia Capital (USA) Inc. The proceeds from the CLO 2020-1 Refinancing were used to redeem in full the classes of notes issued on the CLO 2020-1 Closing Date and to pay expenses incurred in connection with the CLO 2020-1 Refinancing. On the CLO 2020-1 Refinancing Date, the CLO 2020-1 Issuer was merged with and into the CLO 2020-1 Refinancing Issuer, with the CLO 2020-1 Refinancing Issuer surviving the merger. The CLO 2020-1 Refinancing Issuer assumed by all operation of law all of the rights and obligations of the CLO 2020-1 Issuer, including the subordinated securities issued by the CLO 2020-1 Issuer on the CLO 2020-1 Closing Date.

On the CLO 2020-1 Closing Date, the CLO 2020-1 Issuer entered into a loan sale agreement with Company, which provided for the sale and contribution of approximately $243.4 million par amount of middle market loans from the Company to the CLO 2020-1 Issuer on the CLO 2020-1 Refinancing Date and for future sales from the Company to the CLO 2020-1 Issuer on an ongoing basis. No gain or loss was recognized as a result of these sales and contributions. As part of the CLO 2020-1 Refinancing, the CLO 2020-1 Refinancing Issuer, as the successor to the CLO 2020-1 Issuer, entered into an amended and restated loan sale agreement with the Company dated as of the CLO 2020-1 Refinancing Date, pursuant to which the CLO 2020-1 Refinancing Issuer assumed all ongoing obligations of the CLO 2020-1 Issuer under the original agreement and the Company sold and contributed approximately $83.93 million par amount middle market loans to the CLO 2020-1 Refinancing Issuer on the CLO 2020-1 Refinancing Date and provides for future sales from the Company to the CLO 2020-1 Refinancing Issuer on an ongoing basis. Such loans constituted part of the portfolio of assets securing the CLO 2020-1 Refinancing Secured Notes. The Company made customary representations, warranties, and covenants to the CLO 2020-1 Refinancing Issuer under the loan sale agreement.

Through October 15, 2027, a portion of the proceeds received by the CLO 2020-1 Refinancing Issuer from the loans securing the CLO 2020-1 Refinancing Secured Notes may be used by the CLO 2020-1 Refinancing Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO 2020-1 Refinancing Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.

The CLO 2020-1 Refinancing Secured Notes are the secured obligation of the CLO 2020-1 Refinancing Issuer, and the CLO 2020-1 Refinancing Indenture includes customary covenants and events of default. The CLO 2020-1 Refinancing Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser serves as collateral manager for the CLO 2020-1 Refinancing Issuer under an amended and restated collateral management agreement dated as of the CLO 2020-1 Refinancing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 6. Fair Value of Financial Instruments

The tables below present the fair value hierarchy of cash and investments as of the following periods:


	Fair Value Hierarchy as of March 31, 2024
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	499,838	$	—	$	—	$	499,838
Investments:
First-lien senior secured debt investments	—		68,548		3,947,332		4,015,880
Second-lien senior secured debt investments	—		146,333		255,724		402,057
Unsecured debt investments	—		—		401,446		401,446
Preferred equity investments(1)	—		—		837,241		837,241
Common equity investments(2)	46,606		15,467		358,491		420,564
Total Investments at fair value	$	46,606	$	230,348	$	5,800,234	$	6,077,188

________________

(1)Includes equity investment in LSI Financing.

(2)Includes equity investment in Fifth Season.


	Fair Value Hierarchy as of December 31, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	469,017	$	—	$	—	$	469,017
Investments:
First-lien senior secured debt investments	—		8,521		3,975,147		3,983,668
Second-lien senior secured debt investments	—		218,798		235,292		454,090
Unsecured debt investments	—		20,455		407,407		427,862
Preferred equity investments(1)	—		—		861,779		861,779
Common equity investments(2)	75,928		18,110		310,585		404,623
Total Investments at fair value	$	75,928	$	265,884	$	5,790,210	$	6,132,022

________________

(1)Includes equity investment in LSI Financing.

(2)Includes equity investment in Fifth Season.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of ~~and for~~the following periods:


	As of and for the Three Months Ended March 31, 2024
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	3,975,147	$	235,292	$	407,407	$	861,779	$	310,585	$	5,790,210
Purchases of investments, net	174,887		—		—		1		19,426		194,314
Payment-in-kind	10,570		1,209		10,567		7,153		—		29,499
Proceeds from investments, net	(206,082)		—		(17,979)		(242)		(23)		(224,326)
Net change in unrealized gain (loss)	(11,043)		2,333		(586)		(31,564)		28,503		(12,357)
Net realized gains (losses)	—		—		(1,658)		—		—		(1,658)
Net amortization/accretion of premium/discount on investments	3,853		90		3,695		114		—		7,752
Transfers between investment types	—		—		—		—		—		—
Transfers into (out of) Level 3(1)	—		16,800		—		—		—		16,800
Fair value, end of period	$	3,947,332	$	255,724	$	401,446	$	837,241	$	358,491	$	5,800,234

________________

(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended ~~September 30, 2018:~~

March 31, 2024, transfers into (out of) Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.

As of and for the Period from July 12, 2018 (Inception) to September 30, 2018

($ in thousands)

First-lien senior secured debt investments

Second-lien senior secured debt investments

Total

Fair value, beginning of period

$
—

$
—

$
—

Purchases of investments, net

11,940

19,600

31,540

Proceeds from investments, net

—

—

—

Net change in unrealized gain (loss)

—

(2
)

(2
)
Net amortization of discount on investments

—

2

2

Transfers into (out of) Level 3⁽¹⁾

—

—

—

Fair value, end of period

$
11,940

$
19,600

$
31,540

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


	As of and for the Three Months Ended March 31, 2023
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	4,232,118	$	448,075	$	347,322	$	834,593	$	343,941	$	6,206,049
Purchases of investments, net	49,655		—		—		9,778		1,729		61,162
Payment-in-kind	14,507		2,762		8,452		9,432		—		35,153
Proceeds from investments, net	(19,397)		—		—		—		—		(19,397)
Net change in unrealized gain (loss)	25,179		(400)		5,680		(20,585)		1,090		10,964
Net realized gains (losses)	(15,503)		—		—		—		—		(15,503)
Net amortization of discount on investments	2,705		107		3,579		101		—		6,492
Transfers between investment types	(9,500)		—		—		—		9,500		—
Transfers into (out of) Level 3(1)	(371)		(139,894)		—		—		—		(140,265)
Fair value, end of period	$	4,279,393	$	310,650	$	365,033	$	833,319	$	356,260	$	6,144,655

________________

~~(1)~~

~~Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.~~

(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended March 31, 2023, transfers into (out of) Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.

The ~~following tables present information with respect to~~table below presents the net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the ~~period ended September 30, 2018:~~

following periods:

($ in thousands)

Net change in unrealized gain (loss) for the Period from July 12, 2018 (Inception) to September 30, 2018 on Investments Held at September 30, 2018

First-lien senior secured debt investments

$
—

Second-lien senior secured debt investments

(2
)
Total Investments

$
(2
)


($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended March 31, 2024 on Investments Held at March 31, 2024		Net change in unrealized gain (loss) for the Three Months Ended March 31, 2023 on Investments Held at March 31, 2023
First-lien senior secured debt investments	$	(10,248)	$	8,809
Second-lien senior secured debt investments	2,333		(399)
Unsecured debt investments	(586)		5,681
Preferred equity investments	(31,564)		(20,584)
Common equity investments	28,503		1,089
Total Investments	$	(11,562)	$	(5,404)

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following ~~table presents~~tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of ~~September 30, 2018.~~the following periods. The ~~table~~weighted average range of unobservable inputs is based on fair value of investments. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

As of September 30, 2018
($ in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation from an Increase in Input
First-lien senior secured debt investments

$
11,940

Recent Transaction

Transaction Price

99.5%

Increase
Second-lien senior secured debt investments

$
19,600

Recent Transaction

Transaction Price

98.0%

Increase

As of March 31, 2024

($ in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation from an Increase in Input

First-lien senior secured debt investments

3,802,649

Yield Analysis

Market Yield

6.8%-21.6% (12.6%)

Decrease

144,683

Recent Transaction

Transaction Price

98.0%-100.0% (98.9%)

Increase

Second-lien senior secured debt investments

255,724

Yield Analysis

Market Yield

11.9%-19.2% (15.6%)

Decrease

Unsecured debt investments

254,750

Yield Analysis

Market Yield

10.0%-17.5% (12.6%)

Decrease

146,696

Market Approach

Transaction Price

100.0%-100.0% (100.0%)

Increase

Preferred equity investments

247,583

Yield Analysis

Market Yield

10.9%-32.7% (21.3%)

Decrease

488,711

Market Approach

Revenue Multiple

3.2x-23.5x (9.0x)

Increase

68,756

Market Approach

EBITDA Multiple

18.3x-18.3x (18.3x)

Increase

32,191

Recent Transaction

Transaction Price

100.0%-106.5% (102.5%)

Increase

Common equity investments

149,854

Market Approach

Revenue Multiple

6.3x-14.5x (11.4x)

Increase

15,396

Market Approach

EBITDA Multiple

5.8x-20.0x (16.3x)

Increase

48,765

Market Approach

Transaction Price

$92.00-$92.00 ($92.00)

Increase

74,118

Option Pricing Model

Volatility

60.0%-70.0% (65.0%)

Increase

240

Market Approach

Gross Profit Multiple

9.6x-9.6x (9.6x)

Increase

65,309

Market Approach

AUM Multiple

1.0x-1.0x (1.0x)

Increase

4,809

Recent Transaction

Transaction Price

100.0%-100.0% (100.0%)

Increase

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

As of December 31, 2023

($ in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation from an Increase in Input

First-lien senior secured debt investments

3,625,053

Yield Analysis

Market Yield

9.3%-15.9% (12.3%)

Decrease

350,094

Recent Transaction

Transaction Price

97.0%-100.0% (98.6%)

Increase

Second-lien senior secured debt investments

235,292

Yield Analysis

Market Yield

11.4%-17.5% (15.3%)

Decrease

Unsecured debt investments

266,030

Yield Analysis

Market Yield

10.6%-17.2% (12.3%)

Decrease

141,377

Market Approach

Transaction Price

100.0%-100.0% (100.0%)

Increase

Preferred equity investments

236,932

Yield Analysis

Market Yield

12.6%-25.0% (14.6%)

Decrease

537,989

Market Approach

Revenue Multiple

4.5x-21.0x (11.1x)

Increase

67,221

Market Approach

EBITDA Multiple

18.3x-18.3x (18.3x)

Increase

19,637

Recent Transaction

Transaction Price

98.0%-107.5% (104.3%)

Increase

Common equity investments

152,731

Market Approach

Revenue Multiple

6.3x-14.7x (12.5x)

Increase

16,133

Market Approach

EBITDA Multiple

6.0x-20.3x (16.2x)

Increase

46,326

Market Approach

Transaction Price

$92.00-$92.00 ($92.00)

Increase

46,443

Option Pricing Model

Volatility

60.0%-63.5% (63.5%)

Decrease

225

Market Approach

Gross Profit Multiple

9.9x-9.9x (9.9x)

Increase

48,727

Recent Transaction

Transaction Price

100.0%-100.0% (100.0%)

Increase

The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.

When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery (aka waterfall) approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject company’s total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the capital structure.

Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers,

~~Owl Rock Technology Finance Corp.~~

~~Notes to Consolidated Financial Statements (Unaudited) - Continued~~

dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable financial performance multiples such as publicly-traded company

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

and comparable market transaction multiples of revenues, earnings before ~~interest,~~income taxes, depreciation and amortization (“EBITDA”), or some combination thereof and comparable market transactions are typically ~~would be~~ used.

~~Note 6. Commitments~~

Debt Not Carried at Fair Value

Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The table below presents the carrying and ~~Contingencies~~

~~Investor Commitments~~

As of September 30, 2018, the Company had $0.6 billion in total Capital Commitments from investors ($0.4 billion undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offeringfair values of the Company’s ~~common stock.~~ ~~Subsequent~~debt obligations as of the following periods:


	March 31, 2024				December 31, 2023
($ in thousands)	Net Carrying Value(1)		Fair Value		Net Carrying Value(2)		Fair Value
Revolving Credit Facility(3)	333,600		333,600		327,266		327,267
SPV Asset Facility I	594,642		594,642		594,453		594,453
SPV Asset Facility II	298,450		298,450		298,103		298,103
June 2025 Notes	208,472		208,425		208,175		205,800
December 2025 Notes	652,660		624,000		653,042		614,250
June 2026 Notes	371,669		346,875		371,316		343,125
January 2027 Notes	295,734		266,160		295,364		261,750
CLO 2020-1	199,666		199,665		199,610		199,610
Total Debt	$	2,954,893	$	2,871,817	$	2,947,329	$	2,844,358

________________

(1)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of unamortized debt issuance costs/premium of $15.4 million, $5.4 million, $1.5 million, $1.5 million, -$2.7 million, $3.3 million, $4.3 million and $4.4 million, respectively.

(3)Net carrying value includes unrealized translation gain (loss) on borrowings denominated in foreign currencies.

The below table presents the fair value measurements of the Company’s debt obligations as of the following periods:


	March 31, 2024		December 31, 2023
Level 1	$	—	$	—
Level 2	1,445,460		1,424,925
Level 3	1,426,357		1,419,433
Total Debt	$	2,871,817	$	2,844,358

Financial Instruments Not Carried at Fair Value

As of March 31, 2024 and December 31, 2023, the carrying amounts of the Company’s other assets and liabilities approximate fair value due to ~~September 30, 2018,~~their short maturities. These financial instruments would be categorized as Level 3 within the hierarchy.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 7. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company ~~entered~~may enter into ~~$0.2 billion~~commitments to fund investments. The table below presents outstanding commitments to fund investments in current portfolio companies as of ~~Subscription Agreements with investors, which increased~~ the ~~Capital Commitments~~following periods:


Portfolio Company	Investment	March 31, 2024		December 31, 2023
($ in thousands)
Activate Holdings (US) Corp. (dba Absolute Software)	First lien senior secured revolving loan	$	352	$	282
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan	2,580		1,580
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	222		296
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	—		17
Acquia Inc.	First lien senior secured revolving loan	7,875		5,989
Anaplan, Inc.	First lien senior secured revolving loan	3,542		3,542
Aptean Acquiror, Inc.	First lien senior secured delayed draw term loan	506		—
Aptean Acquiror, Inc.	First lien senior secured revolving loan	273		—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured delayed draw term loan	29,688		—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured revolving loan	4,750		—
Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR term loan	13,693		14,005
Aurelia Netherlands Midco 2 B.V.	First lien senior secured NOK term loan	13,720		14,656
Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR revolving loan	1,521		1,556
Avalara, Inc.	First lien senior secured revolving loan	909		909
Bamboo US BidCo LLC	First lien senior secured delayed draw term loan	687		716
Bamboo US BidCo LLC	First lien senior secured revolving loan	1,026		1,026
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	10,134		9,355
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	26,309		26,309
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	5,708		8,426
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	11,250		11,250
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured delayed draw term loan	27		36
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured revolving loan	45		67
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	4,450		4,450

Blue Owl Technology Finance Corp.

Notes to ~~$0.8 billion ($0.6 billion undrawn).~~

Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	March 31, 2024	December 31, 2023
Certinia, Inc.	First lien senior secured revolving loan	2,941	2,941
Circana Group, L.P. (fka The NPD Group, L.P.)	First lien senior secured revolving loan	664	1,238
CivicPlus, LLC	First lien senior secured revolving loan	4,664	3,078
Community Brands ParentCo, LLC	First lien senior secured delayed draw term loan	—	1,500
Community Brands ParentCo, LLC	First lien senior secured revolving loan	750	750
Computer Services, Inc. (dba CSI)	First lien senior secured delayed draw term loan	9,196	—
Coupa Holdings, LLC	First lien senior secured delayed draw term loan	70	70
Coupa Holdings, LLC	First lien senior secured revolving loan	54	54
Crewline Buyer, Inc. (dba New Relic)	First lien senior secured revolving loan	9,434	9,434
Delinea Buyer, Inc. (f/k/a Centrify)	First lien senior secured revolving loan	8,163	8,163
Diligent Corporation	First lien senior secured revolving loan	853	701
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)	First lien senior secured revolving loan	91	91
Entrata, Inc.	First lien senior secured revolving loan	103	103
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	4,278	4,278
Finastra USA, Inc.	First lien senior secured revolving loan	6,092	5,498
Forescout Technologies, Inc.	First lien senior secured delayed draw term loan	32,175	32,175
Forescout Technologies, Inc.	First lien senior secured revolving loan	8,333	8,333
Fullsteam Operations, LLC	First lien senior secured loan	9,720	3,805
Fullsteam Operations, LLC	First lien senior secured revolving loan	593	593
Gainsight, Inc.	First lien senior secured revolving loan	2,700	2,700
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	956	3,647
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	2,211	885
Granicus, Inc.	First lien senior secured delayed draw term loan	289	—
Granicus, Inc.	First lien senior secured revolving loan	274	—
Granicus, Inc.	First lien senior secured revolving loan	—	2,069
Grayshift, LLC	First lien senior secured revolving loan	968	968
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan	5,821	—

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	March 31, 2024	December 31, 2023
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured revolving loan	4,799	3,344
H&F Opportunities LUX III S.À R.L (dba Checkmarx)	First lien senior secured revolving loan	25,000	25,000
Hyland Software, Inc.	First lien senior secured revolving loan	4,070	4,070
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured revolving loan	1,217	—
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured delayed draw term loan	8,382	8,382
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured revolving loan	4,790	5,987
Inovalon Holdings, Inc.	First lien senior secured delayed draw term loan	7,355	13,834
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan	13,714	13,714
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	3,409	3,409
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	4,198	3,927
Kaseya Inc.	First lien senior secured delayed draw term loan	887	887
Kaseya Inc.	First lien senior secured revolving loan	709	709
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)	First lien senior secured revolving loan	2,937	2,056
Litera Bidco LLC	First lien senior secured revolving loan	8,250	8,250
LSI Financing 1 DAC	Preferred Equity	32,622	—
ManTech International Corporation	First lien senior secured delayed draw term loan	1,030	1,030
ManTech International Corporation	First lien senior secured revolving loan	860	860
MINDBODY, Inc.	First lien senior secured revolving loan	7,143	7,143
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	664	344
Monotype Imaging Holdings Inc.	First lien senior secured delayed draw term loan	4,913	—
Monotype Imaging Holdings Inc.	First lien senior secured revolving loan	7,369	—
Neptune Holdings, Inc. (dba NexTech)	First lien senior secured revolving loan	588	588
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	1,115	1,115
Oranje Holdco, Inc. (dba KnowBe4)	First lien senior secured revolving loan	1,602	1,602
PDI TA Holdings, Inc.	First lien senior secured delayed draw term loan	3,052	—
PDI TA Holdings, Inc.	First lien senior secured revolving loan	918	—
PetVet Care Centers, LLC	First lien senior secured delayed draw term loan	5,120	5,120

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	March 31, 2024		December 31, 2023
PetVet Care Centers, LLC	First lien senior secured revolving loan	5,373		5,373
Ping Identity Holding Corp.	First lien senior secured revolving loan	91		91
Pluralsight, LLC	First lien senior secured revolving loan	—		2,230
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan	3,750		3,750
QAD, Inc.	First lien senior secured revolving loan	11,429		11,429
Relativity ODA LLC	First lien senior secured revolving loan	11,250		11,250
RL Datix Holdings (USA), Inc.	First lien senior secured revolving loan	1,330		778
Rubrik, Inc.	First lien senior secured delayed draw term loan	958		1,306
SailPoint Technologies Holdings, Inc.	First lien senior secured revolving loan	4,358		4,358
Securonix, Inc.	First lien senior secured revolving loan	3,559		3,559
SimpliSafe Holding Corporation	First lien senior secured delayed draw term loan	75		75
Smarsh Inc.	First lien senior secured delayed draw term loan	5,524		5,524
Smarsh Inc.	First lien senior secured revolving loan	265		442
Talon MidCo 2 Limited (dba Tufin)	First lien senior secured delayed draw term loan	18		13
Talon MidCo 2 Limited (dba Tufin)	First lien senior secured revolving loan	119		119
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured delayed draw term loan	744		744
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	1,682		1,682
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	3,488		4,613
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	2,188		2,188
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	1,629		2,809
When I Work, Inc.	First lien senior secured revolving loan	5,605		5,605
XRL 1 LLC (dba XOMA)	First lien senior secured delayed draw term loan	1,000		1,000
Zendesk, Inc.	First lien senior secured delayed draw term loan	12,922		12,922
Zendesk, Inc.	First lien senior secured revolving loan	5,321		5,321
Total Unfunded Portfolio Company Commitments		$	490,051	$	396,093

The Company maintains sufficient borrowing capacity to cover outstanding unfunded portfolio company commitments that the Company may be required to fund.

Blue Owl Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At ~~September 30, 2018,~~March 31, 2024, management was not aware of any pending or threatened litigation.

Note 7.8. Net Assets

~~Subscriptions and Drawdowns~~

~~In connection with its formation, the~~

Equity Issuances

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

~~On August 7, 2018, the Company issued 100 common shares for $1,500 to Owl Rock Technology Adviser LLC, which subsequently became the Company’s Adviser on August 10, 2018.~~

~~The Company has entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement~~

There were no sales of the Company’s common ~~shares. Under~~stock during the ~~terms~~three months ended March 31, 2024 and 2023.

Distributions

The following table reflects the distributions declared on shares of ~~the Subscription Agreements, investors are required to fund drawdowns to purchase~~ the Company’s common ~~shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors.~~

~~During the period ended September 30, 2018, the Company delivered~~stock during the following periods:

For the Three Months Ended March 31, 2024

Date Declared

Record Date

Payment Date

Distribution per Share

February 21, 2024(1)

March 29, 2024

May 15, 2024

0.37

________________

(1)Expected to be paid or was paid from sources other than ordinary income, including long-term capital ~~call notices~~gains.

For the Three Months Ended March 31, 2023

Date Declared

Record Date

Payment Date

Distribution per Share

February 21, 2023(1)

March 31, 2023

May 15, 2023

0.34

________________

(1)Expected to ~~investors:~~

be paid or was paid from sources other than ordinary income, including long-term capital gains.

Capital Drawdown Notice Date

Common Share Issuance Date

Number of Common Shares Issued

Aggregate Offering Price
($ in millions)

August 20, 2018

August 30, 2018

2,666,667

$
40.0

September 13, 2018

September 26, 2018

8,168,133

120.0

Total

10,834,800

$
160.0

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 ~~our~~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 table reflects the common stock issued pursuant to the dividend reinvestment plan during the following periods:

For the Three Months Ended March 31, 2024

Date Declared

Record Date

Payment Date

November 7, 2023

December 29, 2023

January 31, 2024

1,212,560

For the Three Months Ended March 31, 2023

Date Declared

Record Date

Payment Date

November 1, 2022

December 31, 2022

January 31, 2023

912,215

Blue Owl ~~Rock~~ Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 8.9. Earnings Per Share

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


	For the Three Months Ended March 31,
($ in thousands, except per share amounts)	2024		2023
Increase (decrease) in net assets resulting from operations	$	90,874	$	96,895
Weighted average shares of common stock outstanding—basic and diluted	208,065,044		203,490,453
Earnings (loss) per common share-basic and diluted	$	0.44	$	0.48

Note 10. Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Company must, among other things, distribute to its shareholders in each taxable year generally at least the sum of 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain its tax treatment as a RIC, the Company, among other things, intends to make the requisite distributions to our shareholders, which generally relieves the Company from U.S. federal income taxes at corporate rates.

Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company will accrue excise tax on estimated excess taxable income.

For the three months ended ~~September 30, 2018:~~

March 31, 2024 and 2023, the Company recorded U.S. federal excise tax expense of $3.3 million and $3.1 million, respectively.

($ in thousands, except per share amounts)

Period from July 12, 2018 (Inception) to September 30, 2018

Increase (decrease) in net assets resulting from operations

$
(856
)
Weighted average shares of common stock
outstanding—basic and diluted

2,426,523

Earnings (loss) per common share-basic and diluted

$
(0.35
)
Taxable Subsidiaries

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three months ended March 31, 2024 and 2023, the Company recorded a net tax benefit of approximately $1 thousand and $1 thousand, respectively.

The Company recorded a net deferred tax asset of $7 thousand as of March 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 of $5 thousand as of December 31, 2023, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests.

Blue Owl ~~Rock~~ Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 9.11. Financial Highlights

The ~~following~~ ~~are~~table below presents the financial highlights for a common share outstanding.


	For the Three Months Ended March 31,
($ in thousands, except share and per share amounts)	2024			2023
Per share data:
Net asset value, beginning of period	$	17.03		$	16.70
Net investment income (loss)(1)	0.45			0.40
Net realized and unrealized gain (loss)(1)	(0.01)			0.07
Total from operations(1)	0.44			0.47
Distributions declared from net investment income(2)	(0.37)			(0.34)
Total increase (decrease) in net assets	0.07			0.13
Net asset value, end of period	$	17.10		$	16.83
Shares outstanding, end of period	208,464,789			203,794,524
Total Return(3)	2.6		%	2.8		%
Ratios / Supplemental Data
Ratio of total expenses to average net assets(4)	9.0		%	9.4		%
Ratio of net investment income to average net assets(4)	10.4		%	9.6		%
Net assets, end of period	$	3,565,013		$	3,429,316
Weighted-average shares outstanding	208,065,044			203,490,453
Total capital commitments, end of period	$	3,134,815		$	3,134,815
Ratio of total contributed capital to total committed capital, end of period	100.0		%	100.0		%
Portfolio turnover rate	4.4		%	0.2		%
Year of formation	2018			2018

________________

(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 net asset value (“NAV”) per share during the period, ~~ended September 30, 2018:~~

($ in thousands, except share and per share amounts)

Period from July 12, 2018 (Inception) to September 30, 2018

Per share data:

Net asset value, beginning of period

$
—

Net investment income (loss)⁽¹⁾

(0.35
)

Net realized and unrealized gain (loss) on investments⁽¹⁾

—

Total from operations

(0.35
)

Issuance of common stock

15.03

Total increase in net assets

14.68

Net asset value, end of period

$
14.68

Shares outstanding, end of period

10,834,900

Total Return⁽²⁾

(2.1
)
%
Ratios / Supplemental Data

Ratio of total expenses to average net assets⁽³⁾

6.6

%
Ratio of net investment income to average net assets⁽³⁾

(4.8
)
%
Net assets, end of period

$
159,108

Weighted-average shares outstanding

2,426,523

Total capital commitments, end of period

$
593,550

Ratio of total contributed capital to total committed capital, end of period

27.0

%
Portfolio turnover rate

N/A

Year of formation

2018

~~________________~~

~~(1)~~

~~The per share data was derived using the weighted average shares outstanding 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.

~~(2)~~

~~Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share, 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).

~~(3)~~

~~The ratio reflects annualized amounts, from August 10, 2018 (commencement of operations) through September 30, 2018, except in the case of non-recurring expenses (e.g. initial organization expenses).~~

~~N/A~~

~~Not applicable.~~

Note ~~10.~~12. Subsequent Events

~~The Company’s management~~

In preparing these financial statements, the Company has evaluated ~~subsequent~~ events and transactions for potential recognition or disclosure through the date of ~~issuance of these consolidated financial statements. Other than those previously disclosed, there have been~~issuance. There are no subsequent events to disclose except for the following:

Amended and Restated Dividend Reinvestment Plan

On May 6, 2024, the Board adopted an amended and restated dividend reinvestment plan.

Dividends

On May 7, 2024, the Board declared a distribution of 90% of estimated second quarter investment company taxable income, if any, and, to the extent that ~~occurred during~~ such ~~period that would require disclosure in,~~investment company taxable income is less than 6% of the Company’s weighted average capital called since inception, an additional amount of net capital gains for shareholders of record on June 28, 2024, payable on or ~~would be required to be recognized in, these consolidated financial statements.~~

before August 15, 2024.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~

Operations

The information contained in this section should be read in conjunction with “ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Blue Owl ~~Rock~~ Technology Finance Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in our Form ~~10 filed with~~10-K for the ~~SEC on August 10, 2018, as amended.~~fiscal year ended December 31, 2023 and in our Form 10-Q for the quarter ended March 31, 2024 in “ITEM 1A. RISK FACTORS”. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 31 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

Blue Owl ~~Rock~~ Technology Finance Corp. (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on July 12, 2018. We were formed primarily to originate and make debt and equity investments in technology-related companies based primarily in the United ~~States~~. States. We~~intend to~~ originate and invest i~~n s~~eniorin senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is toto maximize total return by generating current income from our debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments.

We are managed by Blue Owl ~~Rock~~ Technology Credit Advisors LLC (“(“the Adviser” or “our Adviser”). The Adviser is registered with the ~~SEC~~U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the ~~“1940~~“Advisers Act”)., an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses on direct lending. Subject to the overall supervision of our board of directors (the “Board”), the Adviser manages our day-to-day operations, and provides investment advisory and management services to us. The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. The Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals. ~~The Board consists of seven directors, four of whom are independent.~~

~~We conduct~~

Through August 1, 2021, we conducted private offerings (each, a “Private Offering”) of our common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. At the closing of each Private Offering, each investor ~~makes~~made a capital commitment (a “Capital Commitment”) to purchase shares of our common stock pursuant to a subscription agreement entered into with us. ~~Investors are~~Until the earlier of the listing of our common shares on a national securities exchange (an “Exchange Listing”) and the end of the Commitment Period (as defined below), investors were required to fund drawdowns to purchase shares of our common stock up to the amount of their respective Capital Commitment on an as-needed basis each time we ~~deliver~~delivered a drawdown notice to our investors. The initial closing of the Private Offering occurred on August 10, 2018 (the “Initial Closing”)~~. As~~ and through the termination of ~~September 30, 2018,~~the Private Offerings on August 1, 2021, we ~~had $0.6~~received $3.13 billion in total Capital Commitments from ~~investors. If we have not consummated a listing~~investors, of which $80.9 million is from entities affiliated with or related to our ~~common shares on a national securities exchange (an “Exchange Listing”) by~~Adviser. As of November 5, 2021, our Capital Commitments were fully drawn. The “Commitment Period” will continue until August 10, 2025, which is the earlier of the (i) five year anniversary of the ~~final closing~~Final Closing (August 1, 2026) and (ii) the seven year anniversary of the Initial Closing (August 10, 2025). If we have not consummated an Exchange Listing by the end of the Commitment Period, subject to extension for two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the Investment Company Act of 1940 ~~Act)~~(the “1940 Act”)) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner.

~~Placement activities will be conducted by our officers~~

Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and the Adviser. In addition, we may enter into agreements with placement agents or broker-dealers to solicit Capital Commitments. For example the Company and the Adviser entered into a dealer manager agreement with Owl Rock Capital Securities LLC (“Owl Rock Securities”) pursuant to(3) Real Estate, which Owl Rock Securities and certain participating broker-dealers will solicit Capital Commitments and the Company entered into a placement agent agreement with Owl Rock Securities pursuant to which employees of Owl Rock Securities may conduct placement activities. Owl Rock Securities, an affiliate of Owl Rock,focuses on triple net lease real estate strategies. Blue Owl’s Credit platform is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority. In addition, the Company, the Adviser and third party placement agents may enter into placement agreements from time to time, pursuant to which such placement agents will solicit Capital Commitments. Fees paid pursuant to these agreements will be paid by our Adviser.

~~Owl Rock Capital Advisors LLC, an affiliate~~comprised of the Adviser, ~~serves as investment adviser to~~Blue Owl ~~Rock Capital Corporation~~Credit Advisors LLC (“OCA”), Blue Owl Diversified Credit Advisors LLC (“ODCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”), and Blue Owl Rock Capital Corporation II, both of which were formed under the laws of the State of Maryland and, like us, have elected to be treated as business development companies (“BDC”) under the 1940 Act. Owl RockCredit Private Fund Advisors LLC (“~~ORPFA”~~OPFA” and together with the Adviser, OCA, OTCA II, and ODCA, the “Blue Owl Credit Advisers”)~~, an affiliate~~. As of March 31, 2024, the Adviser and its affiliates had $91.29 billion of assets under management across Blue Owl’s Credit platform.

The management of our investment portfolio is the responsibility of the Adviser ~~services as~~and the Technology Lending Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team is also led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser’s senior

executive team and Blue Owl’s Credit platform’s investment ~~adviser to Owl Rock~~committees. Blue Owl’s Credit platform has four investment committees each of which focuses on a specific investment strategy (Diversified Lending, Technology Lending, First Lien ~~Master Fund, L.P.~~Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl’s Credit platform’s investment committees. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Technology Lending Investment Committee is comprised of Erik Bissonnette, Pravin Vazirani and Jon ten Oever. The Investment Team, under the Technology Lending Investment Committee’s supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis.

The Technology Lending Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser ~~is under common control with ORCA~~on our behalf. In addition, the Technology Lending Investment Committee reviews and ~~ORPFA,~~determines whether to make prospective investments (including approving parameters or guidelines pursuant to which ~~are also~~investments in broadly syndicated loans may be bought and sold), structures financings and monitors the performance of the investment ~~advisers~~portfolio. Each investment opportunity requires the approval of a majority of the Technology Lending Investment Committee. Follow-on investments in existing portfolio companies may require the Technology Lending Investment Committee’s approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and ~~indirect subsidiaries~~other high quality debt investments that mature in one year or less, may require approval by the Technology Lending Investment Committee. The compensation packages of ~~Owl Rock Capital Partners. The~~certain Technology Lending Investment Committee members from the Adviser ~~ORCA, ORPFA~~include various combinations of discretionary bonuses and ~~Owl Rock Capital Partners are referred to, collectively, as “Owl Rock.”~~

variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.

We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We ~~intend to~~ rely on an order for exemptive relief (as amended, the “Order”), that has been granted by the SEC to ~~Owl Rock Capital Advisors LLC~~OCA and certain of its affiliates, to permit us to co-invest with other funds managed by the Adviser or certain of its affiliates ~~including Owl Rock Capital Corporation and Owl Rock Capital Corporation II,~~ in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to ~~such exemptive relief,~~the Order, we generally are permitted to co-invest with

certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, ~~and~~ (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are ~~investing.~~investing, and (4) the proposed investment by us would not benefit our Advisers or its affiliates or any affiliates person of any of them (other than the parties to the transaction, except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act).

In addition, the Order permits us to participate in follow-on investments in our existing portfolio companies with certain affiliates that are private funds even if such private funds did not have an investment in such existing portfolio company. The Blue Owl ~~Rock’s~~Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities between us ~~Owl Rock Capital Corporation, Owl Rock Capital Corporation II,~~ and/or other funds managed by our Adviser or its ~~affiliates~~.affiliates. As a result of the ~~exemptive relief,~~Order, there could be significant overlap in our investment portfolio and the investment portfolio of ~~other~~the business development companies (“BDCs”), private funds and separately managed accounts managed by the Blue Owl ~~Rock Capital Corporation,~~Credit Advisers (collectively, the “Blue Owl ~~Rock Capital Corporation II~~Credit Clients”) and/or other funds ~~established~~managed by the Adviser or its affiliates that could avail themselves of the ~~exemptive relief.~~

Order and that have an investment objective similar to ours.

On September 24, 2018, we formed a wholly-owned subsidiary, OR Tech Lending LLC, a Delaware limited liability company, which is intended to hold a California finance lenders license. OR Tech Lending LLC is intended to originate loans to borrowers headquartered in California.

From time to time we may form wholly-owned subsidiaries to facilitate the normal course of business.

We have elected to be regulated as a BDC under the 1940 Act and ~~intend to elect~~have elected to be treated as a regulated investment company (“RIC”) for tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we are required to comply with various statutory and regulatory requirements, such as:

•the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;

•source of income limitations;

•asset diversification requirements; and

•the requirement to distribute (or be treated as distributing) in each taxable year at least the sum of 90% of our investment company taxable income and tax-exempt interest for that taxable year.

In addition,, we will not invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market and we have adopted a policy to invest, under normal circumstances at least 80% of the value of our total assets in “technology-related” ~~business~~businesses (as defined below).

Our Investment Framework

We are a Maryland corporation organized primarily to originate and make debt and equity investments in technology-related companies based primarily in the United ~~States~~. States. We originate and invest i~~n s~~eniorin senior secured or unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is toto maximize total return by generating current income from debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments. We may hold our investments directly or through special purpose vehicles. We generally intend to invest in companies with a low loan-to-value ratio, which we consider to be 50% or below. Since our Adviser’s affiliates began investment activities in April 2016 through ~~September 30, 2018, our Adviser or its affiliates~~March 31, 2024, the Blue Owl Credit Advisers have originated ~~$8.6~~$99.59 billion aggregate principal amount of investments across multiple industries, of which ~~$7.3~~$95.77 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates.

We ~~intend to~~ invest in a broad range of established and high growth ~~technology and life sciences-related~~technology-related companies that are capitalizing on the large and growing demand for technology products and services. These companies use technology extensively to improve ~~their~~ business processes, applications and opportunities or seek to grow through technological developments and innovations. These companies operate in technology-related industries or sectors which include, but are not limited to, application software, systems software, healthcare information technology, ~~application or~~technology services and infrastructure, ~~software,~~ financial ~~services, data~~technology and ~~analytics, security, cloud computing, communications, life sciences, healthcare, media, consumer electronics, semi-conductor,~~ internet ~~commerce~~ and ~~advertising, environmental, aerospace and defense industries and sectors.~~digital media. Within each industry or sector, we intend to invest in companies that are developing or offering goods and services to businesses and consumers which utilize scientific knowledge, including techniques, skills, methods, devices and processes, to solve problems. We refer to all of these companies as “technology-related” companies and intend, under normal circumstances, to invest at least 80% of the value of our total assets in such ~~businesses.~~

businesses and to target portfolio companies that comprise 1-2% of our portfolio. Generally, no individual portfolio company is expected to comprise greater than 5% of our portfolio; however, from time to time certain of our investments may comprise greater than 5% of our portfolio.

We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked ~~opportunities.~~opportunities, including publicly traded debt instruments. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our ~~Shareholders.~~shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated ~~loans.~~loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than those of middle market companies, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. In addition, we generally do not intend to invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.

Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant-lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a

borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

We classify our debt investments as “traditional financing” or “growth capital” based on a number of factors. We classify our debt investments as “traditional financing” or “growth capital” based on a number of factors.

Traditional financings are typically senior secured loans primarily in the form of first lien loans (including "unitranche" loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and second lien loans. In connection with our senior secured loans, we generally receive a security interest in certain of the assets of the borrower and consequently such assets serve as collateral in support of the repayment of such senior secured loans.

Growth capital investments are typically unsecured obligations of the borrower, and might be structured as unsecured indebtedness, convertible bonds, convertible equity, preferred equity, and common equity. We seek to limit the downside potential of our investments by negotiating covenants in connection with our investments consistent with preservation of our capital. Such restrictions may include affirmative covenants (including reporting requirements), negative covenants (including financial covenants), lien protection, change of control provisions and board rights, including either observation rights or rights to a seat on the board under some circumstances. Except for our specialty financing portfolio investments, our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.

We target portfolio companies where we can structure larger transactions. As of March 31, 2024, our average investment size in each of our portfolio companies was approximately $46.7 million based on fair value. As of March 31, 2024, investments we classify as traditional financing, excluding certain investments that fall outside our typical borrower profile, represented 72.7% of our total portfolio based on fair value and these portfolio companies had weighted average annual revenue of $644 million, weighted average annual EBITDA of $175 million and weighted average enterprise value of $3.87 billion. As of March 31, 2024, investments we classify as growth capital represented 26.5% of our total portfolio based on fair value and these portfolio companies had weighted average annual revenue of $531 million and a weighted average enterprise value of $11.25 billion.

The companies in which we invest use our capital primarily to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk”.

Key Components of Our Results of Operations

Investments

We focus primarily on ~~the direct origination of loans to middle market,~~originating and making debt and equity investments in technology-related companies ~~domiciled~~based primarily in the United States.

Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.

Revenues

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. Our debt investments typically have a term of three to ten years. As of ~~September 30, 2018, 100.0%~~March 31, 2024, 95.7% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.

Our investment portfolio consists primarily of floating rate loans. Macro trends in base interest rates like ~~London Interbank Offered Rate (“LIBOR”)~~SOFR and any other alternative reference rates may affect our net investment income over the long term. However, because we generally intend to originate loans to a small number of portfolio companies each quarter, and those investments may vary in size, our results in any given period, including the interest rate on investments that may be sold or repaid in a period compared to the interest rate of new investments made during that period, may be idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any

trends in our business or macro trends.

Generally, because our portfolio consists primarily of floating rate loans, we expect our earnings to benefit from a prolonged higher rate environment.

Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under U.S. generally accepted accounting principles (“U.S. GAAP”) as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan.

Dividend income on equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.

Our portfolio activity will also reflect the proceeds from sales of investments. We will recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the ~~consolidated statement~~Consolidated Statements of ~~operations.~~

Operations.

•escrow agent, transfer agent and custodial fees and expenses;

•fees and expenses associated with marketing efforts;

•federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;

•federal, state and local taxes;

•independent directors’ fees and expenses, including certain travel expenses;

•costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing;

•the costs of any reports, proxy statements or other notices to ~~Shareholders~~our shareholders (including printing and mailing costs);

•the costs of any ~~Shareholder~~shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;

•commissions and other compensation payable to brokers or dealers;

•research and market data;

•fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;

•direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

•fees and expenses associated with independent audits, outside legal and consulting costs;

•

~~fees and expenses associated with independent audits, outside legal and consulting costs;~~

•costs of winding up;

•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;

•extraordinary expenses (such as litigation or indemnification); and

•costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.

We expect, but cannot ensure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.

Leverage

The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. ~~We generally will be~~On August 7, 2018, we received shareholder approval that allowed us to reduce our asset coverage ratio from 200% to 150%, effective as of August 8, 2018. As a result, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the ~~Common Stock~~common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to ~~200%~~150% immediately after each such issuance. ~~However, recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an~~This reduced asset coverage ratio ~~of 200% to an asset coverage ratio of 150%, if certain requirements are met. The reduced asset coverage requirement would permit a BDC~~permits us to double the amount of leverage itwe can incur. For example, under a 150% asset coverage ratio ~~the Company~~we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio ~~the Company~~we may only borrow $1 for investment purposes for every $1 of investor equity. ~~The Adviser, as our sole initial Shareholder, has approved a proposal that allows us to reduce our asset coverage~~Our current target leverage ratio ~~to 150% and in connection with their subscription agreements, our investors are required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150%.~~

is 0.90x-1.25x.

In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.

Potential Market Trends

We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the following ~~factors:~~

factors.

Limited Availability of Capital for Technology Companies. We believe that technology companies have limited access to capital, driven by a lack of dedicated pools of capital focused on technology companies and a reduction in activity from commercial and investment banks as a result of regulatory and ~~a lack of dedicated pools of capital focused on~~

~~technology companies.~~structural factors, industry consolidation and general risk aversion. Traditional lenders, such as commercial and investment banks, generally do not have flexible product

offerings that meet the needs of technology-related companies. In recent years, many commercial and investment banks have focused their efforts and resources on lending to large corporate clients and managing capital markets transactions rather than lending to technology-related companies. In addition, these lenders may be constrained in their ability to underwrite and hold loans and high yield securities, as well as their ability to provide equity financing, as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of scaled market participants that are willing to provide and hold meaningful amounts of a customized financing solution for technology companies. As a result, we believe our focus on technology-related companies and our ability to invest across the capital structure, coupled with a limited supply of capital providers, presents an attractive opportunity to invest in technology companies.

Capital Markets Have Been Unable to Fill the Void Left by Banks. ~~While~~ Access to underwritten bond and syndicated loan markets ~~have been robust in recent years,~~is challenging for many technology companies ~~are less able~~due to ~~access these markets for reasons including the following:~~

~~High Yield Market –~~ ~~Many technology companies generally are not issuing debt in an amount large enough to be an attractively sized bond. High~~loan size and liquidity. For example, high yield bonds are generally purchased by institutional investors such as mutual funds and exchange traded funds (“ETFs”) who, among other things, are highly focused on the liquidity characteristics of the bond being issued. For example, mutual funds and exchange traded funds (“ETFs”) are significant buyers of underwritten bonds. However, mutual funds and ETFs generally require the ability to liquidate their investments quicklyissued in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities’ initial investment decision. Because there is typically little or no active secondary market for the debt of U.S. middle market companies, mutual funds and ETFs generally do not provide debt capital to technology companies. We believe this is likely to be a persistent problem and creates an advantage for those like us who have a more stable capital base and have the ability to invest in illiquid assets.

Syndicated ~~Loan Market –~~ ~~Loan issue size and liquidity are key drivers of institutional appetite and, correspondingly, underwriters’ willingness to underwrite the loans. Loans~~loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and

tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Loans provided by companies such as ours provide certainty to issuers in that we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis.

~~Robust Demand~~ In addition, our Adviser has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.

Secular Trends Supporting Growth for ~~Debt Capital.~~ Private Credit.According to ~~S&P Capital IQ, there~~Gartner, a research and advisory company, global technology spend was ~~approximately $1.2~~$4.7 trillion ~~of mergers~~in 2023 and ~~acquisitions activity~~is expected to grow to more than $5.1 trillion in ~~the technology and software industries from 2013 through 2017.~~2024. We believe global demand for technology products and services will continue to grow rapidly, and that growth will stimulate demand for capital from technology companies which will continue to require access to capital to refinance existing debt, support growth and finance acquisitions. We believe that periods of market volatility, such as the current period of market volatility caused, in part, by elevated inflation, rising interest rates, and current geopolitical conditions, have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even after the public markets reopen to normal levels. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, there is an emerging trend where higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking private solutions independent of credit market conditions. In ~~addition, we~~our view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. We believe the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd., an alternative assets industry data and research company, to be ~~$1.07~~$2.7 trillion as of ~~June 2018,~~December 31, 2023, coupled with a growing focus on technology investing by private equity sponsors, will continue to drive deal activity. We expect that technology companies, private equity sponsors, venture capital firms, and entrepreneurs will continue to seek partners to provide flexible financing for their businesses with debt and equity investments provided by companies such as us.

~~Technology Spend is Large and Increasing.~~ According to Gartner, a research and advisory company, global technology spend was $3.5 trillion in 2017 and is expected to grow to more than $4.0 trillion by 2021. We believe global demand for technology products and services will continue to grow rapidly, and that that growth will stimulate demand for capital from technology companies.

Attractive Investment Dynamics.An imbalance between the supply of, and demand for, capital creates attractive pricing dynamics. With respect to the debt investments in technology companies, we believe the directly negotiated nature of such financings generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender protective change of control provisions. Further, we believe that historical default rates for technology and software companies have been lower, and recovery rates have been higher, as compared to the broader leveraged finance market, leading to lower cumulative losses. With respect to equity and equity-linked investments, we will seek to structure these investments with meaningful shareholder protections, including, but not limited to, anti-dilution, anti-layering, and liquidation preferences, which we believe will create the potential for meaningful risk-adjusted long-term capital gains in connection with the future liquidity events of these technology companies.

Lastly, we believe that in the current environment lenders with available capital may be able to take advantage of attractive investment opportunities and may be able to achieve improved economic spreads and documentation terms.

Compelling Business Models. We believe that the products and services that technology companies provide often have high switching costs and are fundamental to the operations and success of their customers. We generally invest in dominant or growing players in niche markets that are selling products to established customer bases. As a result, technology companies have attributes that make them compelling investments, including strong customer retention rates, and highly recurring and predictable revenue. Further, technology companies are typically highly capital efficient, with limited capital expenditures and high free cash flow conversion.

In addition, the replicable nature of technology products creates substantial operating leverage which typically results in strong profitability.

We believe that software businesses make compelling investments because they are inherently diversified into a variety of sectors due to end market applications and have been one of the more defensive sectors throughout economic cycles.

Attractive Opportunities in Investments in Technology Companies.We invest in the debt and equity of technology companies. We believe that opportunities in the debt of technology companies are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. ~~Given the current low interest rate environment, we~~We believe that debt issues with floating interest rates offer a superior return profile as compared with fixed-rate investments, since floating rate structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment. Senior secured debt also provides strong defensive characteristics. Senior secured debt has priority in payment among an issuer’s security holders whereby holders are due to receive payment before junior creditors and equity holders. Further, these investments are generally secured by the issuer’s assets, which may provide protection in the event of a default.

We believe that opportunities in the equity of technology companies are significant because of the potential to generate meaningful capital appreciation by participating in the growth in the portfolio company and the demand for its products and services. Moreover, we believe that the high-growth profile of a technology company will generally make it a more attractive candidate for a liquidity event than a company in a non-high growth industry.

Portfolio and Investment Activity

As of ~~September 30, 2018,~~March 31, 2024, based on fair value, our portfolio consisted of ~~37.9%~~66.1% first lien senior secured debt investments ~~and 62.1%~~(of which 73.1% we consider to be unitranche debt investments (including “last out” portions of such loans)), 6.6% second lien senior secured debt investments, 6.6% unsecured debt investments, 13.8% preferred equity investments and 6.9% common equity investments.

As of ~~September 30, 2018,~~March 31, 2024, our weighted average total yield of the portfolio at fair value and amortized cost was ~~9.3%~~10.6% and ~~9.3%~~10.5%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was ~~9.3%~~12.3% and ~~9.3%~~12.2%, ~~respectively.~~

respectively(1). As of ~~September 30, 2018~~March 31, 2024, the weighted average spread of total debt investments was 6.7%.

As of March 31, 2024, we had investments in ~~one~~130 portfolio ~~company~~companies with an aggregate fair value of ~~$31.5 million.~~

$6.08 billion. As of March 31, 2024, we had net leverage of 0.70x debt-to-equity.

We generally expect our originations to match or exceed the pace of repayments over each quarter. The current lending environment has seen an increase in public market activity and merger and acquisition activity is currently limited. We expect origination activity to increase in the future because of the amount of undeployed capital private equity firms have available and as there is further clarity on the interest rate environment.

The credit quality of our portfolio has been consistent. We continue to focus on investing in industries we view as recession resistant and that we are familiar with, including service-oriented sectors such as software and healthcare, all of which serve diversified and durable end markets. Blue Owl serves as the administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. Our borrowers that we classify as traditional financing, which exclude certain investments that fall outside of our typical borrower profile, have a weighted average EBITDA of $175 million and we believe this scale contributes to the durability of our borrowers and their ability to adapt to different economic environments. In addition, Blue Owl continues to invest in transactions in excess of $1 billion in size, which gives us the ability to structure the terms and spreads of such deals to include wider spreads, lower loan to values, extended call protection, attractive leverage profiles and credit protection. We are continuing to monitor the effect that a continued elevated interest rate environment may have on our portfolio companies and our investment activities.

Many of the companies in which we invest are continuing to see modest growth in both revenues and EBITDA. However, in the event of further geopolitical, economic and financial market instability, in the U.S. and elsewhere, or in the event of continued high interest rates, it is possible that the results of some of the middle market companies similar to those in which we invest could be challenged. While we are not seeing signs of an overall, broad deterioration in our results or those of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.

We also continue to invest in specialty financing portfolio companies, including Fifth Season Investments LLC (“Fifth Season”), LSI Financing DAC 1 (“LSI Financing”), and AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) and in the future may invest through additional specialty finance portfolio companies, joint ventures, partnerships or other special purpose vehicles. These companies may use our capital to support acquisitions which could continue to lead to increased dividend income across well-diversified underlying portfolios. See “Specialty Financing Portfolio Companies.”

________________

(1)Refer to footnote (1) of our weighted average yields and interest rates table for more information on our calculation of weighted average yields.

The table below presents our investment activity for the ~~period ended September 30, 2018 is presented below~~following periods (information presented herein is at par value unless otherwise indicated).

($ in thousands)

Period from July 12, 2018 (Inception) to September 30, 2018

New investment commitments

Gross originations

$
32,000

Less: Sell downs

—

Total new investment commitments

$
32,000

Principal amount of investments funded:

First-lien senior secured debt investments

$
12,000

Second-lien senior secured debt investments

20,000

Total principal amount of investments funded

$
32,000

Principal amount of investments sold or repaid:

First-lien senior secured debt investments

$
—

Second-lien senior secured debt investments

—

Total principal amount of investments sold or repaid

$
—

Number of new investment commitments in new portfolio companies⁽¹⁾

1

Average new investment commitment amount

$
32,000

Weighted average term for new investment commitments (in years)

7.6

Percentage of new debt investment commitments at
   floating rates

100.0
%
Percentage of new debt investment commitments at
   fixed rates

0.0
%
Weighted average interest rate of new investment
   commitments⁽²⁾

9.1
%
Weighted average spread over LIBOR of new floating rate investment commitments

6.7
%

~~________________~~

~~(1)~~

~~Number of new investment commitments represents commitments to a particular portfolio company.~~

~~(2)~~

For the Three Months Ended March 31,
($ in thousands) 2024 2023
New investment commitments
Gross originations $ 358,055 $ 33,196
Less: Sell downs (15,000) —
Total new investment commitments $ 343,055 $ 33,196
Principal amount of investments funded:
First-lien senior secured debt investments $ 212,949 $ 18,221
Preferred equity investments — 9,776
Common equity investments 19,332 1,472
Total principal amount of investments funded $ 232,281 $ 29,469
Principal amount of investments sold or repaid:
First-lien senior secured debt investments $ (177,305) $ —
Second-lien senior secured debt investments (55,000) —
Unsecured debt investments (42,979) (182)
Preferred equity investments (242) —
Common equity investments (62,500) —
Total principal amount of investments sold or repaid $ (338,026) $ (182)
Number of new investment commitments in new portfolio companies(1)
9 3
Average new investment commitment amount $ 30,653 $ 10,575
Weighted average term for new debt investment commitments (in years) 6.0 5.6
Percentage of new debt investment commitments at floating rates 100.0 % 100.0 %
Percentage of new debt investment commitments at fixed rates 0.0 % 0.0 %
Weighted average interest rate of new debt investment commitments(2)
11.1 % 12.4 %
Weighted average spread over applicable base rate of new floating rate debt investment commitments 5.8 % 7.4 %

________________

(1)Number of new investment commitments represents commitments to a particular portfolio company.

(2)Assumes each floating rate commitment is subject to the greater ~~of the interest rate floor (if applicable) or 3-month LIBOR, which was 2.40% as of September 30, 2018.~~

~~As of September 30, 2018, our investments consisted~~ of the ~~following:~~

interest rate floor (if applicable) or 3-month SOFR, which was 4.91% and 5.30% as of March 31, 2023 and March 31, 2024, respectively.

The table below ~~describes~~presents our investments as of the following periods:


	March 31, 2024					December 31, 2023
($ in thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
First-lien senior secured debt investments	$	4,029,472	$	4,015,880	(1)	$	3,987,458	$	3,983,668	(1)
Second-lien senior secured debt investments	406,612		402,057			460,037		454,090
Unsecured debt investments	411,870		401,446			436,423		427,862
Preferred equity investments(2)	912,812		837,241			905,784		861,779
Common equity investments(3)	378,591		420,564			423,524		404,623
Total Investments	$	6,139,357	$	6,077,188		$	6,213,226	$	6,132,022

________________

(1)73.1% and 73.7% of which we consider unitranche loans as of March 31, 2024 and December 31, 2023, respectively.

(2)Includes equity investment in LSI Financing.

(3)Includes equity investment in Fifth Season.

We use GICS for classifying the industry groupings of our portfolio companies. The table below presents investments by industry composition based on fair value as of ~~September 30, 2018:~~

the following periods:

	~~September 30, 2018~~
~~Healthcare technology~~		~~100.0~~	%
~~Total~~		~~100.0~~	%


	March 31, 2024		December 31, 2023
Aerospace & Defense	2.3	%	2.2	%
Application Software	13.4		14.0
Banks	1.2		1.2
Building Products	0.9		0.9
Capital Markets	—		0.5
Commercial Services & Supplies	—		—
Construction & Engineering	—		—
Consumer Finance	—		0.3
Diversified Consumer Services	5.3		5.1
Diversified Financial Services	7.1		6.2
Electrical Equipment	—		0.8
Energy Equipment & Services	2.0		2.0
Food & Staples Retailing	0.4		0.4
Health Care Providers & Services	1.1		1.1
Health Care Technology	14.8		14.4
Hotels, Restaurants & Leisure	3.0		2.6
Household Durables	1.3		1.3
Industrial Conglomerates	1.5		1.4
Insurance(1)	1.9		1.6
Internet & Direct Marketing Retail	3.8		3.8
IT Services	4.7		5.1
Life Sciences Tools & Services	0.1		0.1
Media	1.0		—
Multiline Retail	0.1		—
Pharmaceuticals(2)	0.9		0.4
Professional Services	5.9		7.7
Real Estate Management & Development	0.9		0.9
Road & Rail	0.2		0.2
Systems Software	25.1		24.7
Thrifts & Mortgage Finance	1.1		1.1
Total	100.0	%	100.0	%

__________________

(1)Includes investment in Fifth Season.

(2)Includes investment in LSI Financing.

We classify the industries of our portfolio companies by end-market (such as health care technology) and not by the product or services (such as software) directed to those end-markets.

The table below ~~describes~~presents investments by geographic composition based on fair value as of ~~September 30, 2018:~~

the following periods:

	~~September 30, 2018~~
~~United States:~~
~~Northeast~~		~~100.0~~	%
~~Total~~		~~100.0~~	%


	March 31, 2024		December 31, 2023
United States:
Midwest	20.1	%	19.7	%
Northeast	16.3		16.0
South	17.8		17.1
West	30.6		31.5
Brazil	0.6		0.6
Canada	4.3		4.3
Estonia	0.2		0.2
Guernsey	3.5		3.7
Ireland	0.2		0.2
Israel	2.5		2.5
Netherlands	0.7		1.0
United Kingdom	3.2		3.2
Total	100.0	%	100.0	%

The table below presents the weighted average yields and interest rates of our investments at fair value as of ~~September 30, 2018 were as follows:~~

the following periods:

($ in millions)

Period from July 12, 2018 (Inception) to September 30, 2018

Interest from investments

$
0.2

Total investment income

$
0.2

options, warrants or conversion rights.

~~Expenses~~

For the Three Months Ended March 31, 2024 and 2023

Investment income increased to $172.3 million for the ~~period~~three months ended ~~September 30, 2018 were~~March 31, 2024 from $161.5 million for the three months ended March 31, 2023 primarily due to an increase in our portfolio’s weighted average yield from 10.2% as ~~follows:~~

of March 31, 2023 to 10.6% as of March 31, 2024. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. For the three months ended March 31, 2023, no income was generated from these fees. For the three months ended March 31, 2024, income generated from these fees was $2.3 million, including $0.7 million of one-time prepayment fees. Other income increased period-over-period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing or as a result of episodic amendments made to terms of our existing debt investments. PIK interest income as a percentage of total investment income decreased to 16.2% for the three months

($ in millions)

Period from July 12, 2018 (Inception) to September 30, 2018

Initial organization

$
0.3

Management fee

0.2

Professional fees

0.3

Directors' fees

0.1

Other general and administrative

0.2

Total expenses

$
1.1

ended March 31, 2024 from 18.7% for the three months ended March 31, 2023 primarily driven by a decrease in PIK interest earning investments in our portfolio. PIK dividend income as a percentage of total investment income remained relatively flat at 5.4% for the three months ended March 31, 2024 compared to 5.5% for the three months ended March 31, 2023. 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 millions)	2024		2023
Interest expense	$	49.2	$	48.2
Management fees	14.0		14.6
Incentive fees	10.1		10.8
Professional fees	1.5		2.0
Directors' fees	0.3		0.2
Other general and administrative	1.2		1.0
Total operating expenses	$	76.3	$	76.8

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.

For the Three Months Ended March 31, 2024 and 2023

Total expenses decreased to $76.3 million for the three months ended March 31, 2024 from $76.8 million for the three months ended March 31, 2023 primarily due to decreases in management fees and incentive fees, partially offset by an increase in interest expense. The increase in interest expense was driven by an increase in the average interest rate to 6.3% from 5.8% period over period, partially offset by a decrease in average daily borrowings to $2.99 billion from $3.21 billion. The decrease in incentive fees was driven by realized losses on the portfolio, partially offset by unrealized gains on the portfolio for the three months ended March 31, 2024. As a percentage of total assets, management fees, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.

Income Taxes, Including Excise Taxes

We ~~intend to elect~~have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. 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 ~~corporate-level~~ U.S. federal income ~~taxes.~~

taxes at corporate 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 ~~period~~three months ended ~~September 30, 2018~~March 31, 2024 and 2023 we ~~did not accrue~~accrued U.S. federal excise ~~tax.~~

tax of $3.3 million and $3.1 million, respectively.

Net Change in Unrealized Gains (Losses) ~~on Investments~~

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the ~~period ended September 30, 2018,~~ following periods, net change in unrealized gains (losses) were:


	For the Three Months Ended March 31,
($ in millions)	2024		2023
Net change in unrealized gain (loss) on investments	$	22.6	$	30.8
Net change in unrealized gain (loss) on translation of assets and liabilities in foreign currencies	(0.6)		—
Net change in unrealized gain (loss)	$	22.0	$	30.8

For the Three Months Ended March 31, 2024 and 2023

For the three months ended March 31, 2024, the net unrealized gain was primarily driven by an increase in the fair value of our investments as compared to December 31, 2023. As of March 31, 2024, the fair value of our debt investments as a percentage of principal was 99.0%, as compared to 99.0% as of December 31, 2023. The primary drivers of our portfolio’s unrealized gains were increases in the fair value of certain equity investments as compared to December 31, 2023 and reversals of prior period unrealized losses that were realized during the period. The ten largest contributors to the change in net unrealized gain (loss) on ~~our investment portfolio were comprised~~investments during the following period consisted of the following:


Portfolio Company		Net Change in Unrealized Gain (Loss) For the Three Months Ended March 31, 2024
($ in millions)
Robinhood Markets, Inc.	~~Period from July 12, 2018 (Inception) to September 30, 2018~~	$	33.6
Toast, Inc.		29.7
Pluralsight, LLC		(22.5)
Exabeam, Inc.		(9.2)
Circle Internet Services, Inc.		(8.7)
Revolut Ribbit Holdings, LLC		(4.5)
JumpCloud, Inc.		(3.8)
SLA Eclipse Co-Invest, L.P.		(2.6)
Space Exploration Technologies Corp.		2.4
Fifth Season Investments LLC		2.1
Remaining Companies		6.1
Total		$	22.6

For the three months ended March 31, 2023, the net unrealized gain was primarily driven by an increase in the fair value of our investments as compared to December 31, 2022. As of March 31, 2023, the fair value of our debt investments as a percentage of principal was 98.6%, as compared to 97.9% as of December 31, 2022. The primary drivers of our portfolio’s unrealized gains were current market conditions and reversals of prior period unrealized losses that were realized in the quarter in connection with the restructuring of certain debt investments. The ten largest contributors to the change in net unrealized gain (loss) on investments during the following period consisted of the following:


Portfolio Company	Net Change in Unrealized Gain (Loss) For the Three Months Ended March 31, 2023
~~Net change~~($ in ~~unrealized gain (loss) on investments~~ millions)	$			—
~~Net change in unrealized gain (loss) on investments~~ Walker Edison Furniture Company LLC	$	$ 16.4	—
Remitly Global, Inc.	15.2
Circle Internet Services, Inc.	(5.6)
SLA Eclipse Co-Invest, L.P.	5.2
Muine Gall, LLC	4.8
Robinhood Markets, Inc.	3.8
JumpCloud, Inc.	(3.1)
Kajabi Holdings, LLC	(2.8)
Starboard Value Acquisition Corp. (dba Cyxtera Technologies, Inc.)	(2.4)
Nylas, Inc.	(2.1)
Remaining Companies	1.4
Total	$	30.8

Net Realized Gains (Losses)

The table below presents the realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions during the following periods:


	For the Three Months Ended March 31,
($ in millions)	2024		2023
Net realized gain (loss) on investments	$	(22.8)	$	(15.5)
Net realized gain (loss) on foreign currency transactions	(0.9)		—
Net realized gain (loss)	$	(23.7)	$	(15.5)

Realized Gross Internal Rate of Return

Since we began investing in 2018 through March 31, 2024, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of approximately 10.7% (based on total capital invested of $3.37 billion and total proceeds from these exited investments of $4.04 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 ~~the proceeds of capital drawdowns of our privately placed Capital Commitments,~~ cash flows from interest, dividends and fees earned from our investments and principal ~~repayments.~~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 ~~debt~~additional credit facilities, increase the size of our existing credit facilities 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%. 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, 2024 and December 31, 2023, our asset coverage ratio was 218% and 217%, 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 to 1.25x.

Cash as of ~~September 30, 2018,~~March 31, 2024, taken together with our ~~uncalled Capital Commitments~~available debt capacity of ~~$0.4 billion,~~$766.0 million, 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. 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 ~~September 30, 2018,~~March 31, 2024, we had ~~$108.5~~$499.8 million in cash. During the period ended ~~September 30, 2018, we used $31.4 million in~~March 31, 2024, cash ~~for~~provided by operating activities was $79.0 million, primarily as a result of funding portfolio investments of ~~$31.5~~$253.1 million, ~~partially~~ offset by sales of portfolio investments of $340.5 million and other operating ~~activity~~activities of ~~$0.1~~$8.4 million. Lastly, cash ~~provided by~~used in financing activities was ~~$139.9~~$48.2 million during the period, which was the result of proceeds from ~~the issuance~~borrowings on our credit facilities of ~~shares,~~$25.0 million, net of ~~offering~~repayments and debt issuance costs of $16.4 million and $0.4 million, respectively, and distributions paid of ~~$139.9~~$56.4 million.

Equity

Subscriptions and Drawdowns

In connection with ~~its~~our formation, we have the authority to issue 500,000,000 common shares at $0.01 per share par value.

Prior to August ~~7, 2018,~~1, 2021, we ~~issued 100 common shares for $1,500 to Owl Rock Technology Adviser LLC, which subsequently became our Adviser on August 10, 2018.~~

~~We have~~ entered into subscription agreements (the ~~“Subscription Agreements”~~"Subscription Agreements") with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors ~~are~~were required to fund drawdowns to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time we ~~deliver~~delivered a drawdown notice to ~~its~~our investors.

As of November 5, 2021, all Capital Commitments had been drawn.

During the ~~period~~three months ended ~~September 30, 2018,~~March 31, 2024 and 2023, we ~~delivered the following~~did not deliver capital call notices to ~~investors:~~

investors.

Distributions

The tables below present the distributions declared on shares of the Company’s common stock during the following periods:

For the Three Months Ended March 31, 2024

Date Declared

Record Date

Payment Date

Distribution per Share

February 21, 2024(1)

March 29, 2024

May 15, 2024

0.37

________________

(1)Paid from sources other than ordinary income, including long-term capital gains.

For the Three Months Ended March 31, 2023

Date Declared

Record Date

Payment Date

Distribution per Share

February 21, 2023(1)

March 31, 2023

May 15, 2023

0.34

________________

(1)Paid from sources other than ordinary income, including long-term capital gains.

Dividend Reinvestment

With respect to distributions, we 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 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.

~~Off-Balance Sheet Arrangements~~

~~Investor Commitments~~

The tables below present the common stock issued pursuant to the dividend reinvestment plan during the following periods:

For the Three Months Ended March 31, 2024

Date Declared

Record Date

Payment Date

November 7, 2023

December 29, 2023

January 31, 2024

1,212,560

For the Three Months Ended March 31, 2023

Date Declared

Record Date

Payment Date

November 1, 2022

December 31, 2022

January 31, 2023

912,215

Debt

Aggregate Borrowings

The tables below present debt obligations as of ~~September 30, 2018, we had $0.6 billion in total Capital Commitments from our investors ($0.4 billion undrawn). These undrawn Capital Commitments will no longer remain in effect~~the following ~~the completion of an initial public offering~~periods:


	March 31, 2024
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	1,115,000	$	349,038	$	765,962	$	333,600
SPV Asset Facility I	600,000		600,000		—		594,642
SPV Asset Facility II	300,000		300,000		—		298,450
June 2025 Notes	210,000		210,000		—		208,472
December 2025 Notes	650,000		650,000		—		652,660
June 2026 Notes	375,000		375,000		—		371,669
January 2027 Notes	300,000		300,000		—		295,734
CLO 2020-1	204,000		204,000		—		199,666
Total Debt	$	3,754,000	$	2,988,038	$	765,962	$	2,954,893

________________

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)The carrying value of our ~~common stock.~~ ~~Subsequent~~Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of unamortized debt issuance costs/premium of $15.4 million, $5.4 million, $1.5 million, $1.5 million, -$2.7 million, $3.3 million, $4.3 million and $4.4 million, respectively.

(3)Net carrying value includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.


	December 31, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	1,090,000	$	343,393	$	746,607	$	327,266
SPV Asset Facility I	600,000		600,000		—		594,453
SPV Asset Facility II	300,000		300,000		—		298,103
June 2025 Notes	210,000		210,000		—		208,175
December 2025 Notes	650,000		650,000		—		653,042
June 2026 Notes	375,000		375,000		—		371,316
January 2027 Notes	300,000		300,000		—		295,364
CLO 2020-1	204,000		204,000		—		199,610
Total Debt	$	3,729,000	$	2,982,393	$	746,607	$	2,947,329

________________

(1)The amount available reflects any limitations related to ~~September 30,~~each credit facility’s borrowing base.

(2)The carrying value of our Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of unamortized debt issuance costs/premium of $16.1 million, $5.6 million, $1.9 million, $1.8 million, -$3.0 million, $3.7 million, $4.6 million, and $4.4 million, respectively.

(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

The table below presents the components of interest expense for the following periods:


	For the Three Months Ended March 31,
($ in thousands)	2024			2023
Interest expense	$	46,961		$	46,217
Amortization of debt issuance costs	2,294			1,994
Total Interest Expense	$	49,255		$	48,211
Average interest rate	6.3		%	5.8		%
Average daily borrowings	$	2,986,183		$	3,207,224

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, 2024 (Unaudited)	$	349.0	$	2,181.6	—	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, 2024 (Unaudited)	$	600.0	$	2,181.6	—	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, 2024 (Unaudited)	$	300.0	$	2,181.6	—	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
June 2025 Notes
March 31, 2024 (Unaudited)	$	210.0	$	2,181.6	—	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

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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)
December 31, 2020	$	210.0	$	1,905.6	—	N/A
December 2025 Notes
March 31, 2024 (Unaudited)	$	650.0	$	2,181.6	—	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, 2024 (Unaudited)	$	375.0	$	2,181.6	—	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, 2024 (Unaudited)	$	300.0	$	2,181.6	—	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
CLO 2020-1
March 31, 2024 (Unaudited)	$	204.0	$	2,181.6	—	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

________________

(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.

Credit Facilities

Subscription Credit Facility

On November 19, 2018, we entered into ~~$0.2 billion~~a revolving credit facility (as amended, the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent (the “Administrative Agent”) and letter of credit issuer, and the banks of financial institutions from time to time party thereto, as lenders.

The Subscription ~~Agreements with investors, which increased~~Credit Facility permitted us to borrow up to $700 million, subject to availability under the “Borrowing Base.” The Borrowing Base was calculated based on the unused Capital Commitments of the investors

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meeting various eligibility requirements above certain concentration limits. Effective November 5, 2021, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to ~~$0.8~~its terms.

Borrowings under the Subscription Credit Facility bore interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 1.50% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 0.50%, (B) the federal funds rate plus 1.00%, and (C) one-month LIBOR plus 1.50%. We generally borrowed utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. Loans were able to be converted from one rate to another at any time at our election, subject to certain conditions. We also will paid an unused commitment fee of 0.25% per annum on the unused commitments.

Revolving Credit Facility

On November 15, 2022, we entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amended and restated in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of March 15, 2019 (as amended, restated, supplemented or otherwise modified prior to November 15, 2022). The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), Truist Bank as Administrative Agent, Truist Securities, Inc., ING Capital LLC, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Truist Securities, Inc. and ING Capital LLC, as Joint Bookrunners. On September 26, 2023 (the "Revolving Credit Facility First Amendment Date"), the parties to the Revolving Credit Facility entered into an amendment, including to increase the maximum commitments available under the facility, extend the availability period and maturity date, reduce the credit adjustment spread for US dollar denominated term SOFR loans and make various other changes. The following describes the terms of the Revolving Credit Facility amended through February 29, 2024.

The Revolving Credit Facility is guaranteed by certain of the Company's domestic subsidiaries in existence on the Revolving Credit Facility First Amendment Date, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.64 billion through our exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200 million limit for swingline loans, and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions.

As of the Revolving Credit Facility First Amendment Date, the availability period under the Revolving Credit Facility will terminate on September 24, 2027 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on September 26, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, we will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus a credit spread adjustment plus margin of 1.875% or 1.75% per annum, subject to certain conditions, or (ii) the prime rate plus margin of 0.875% or 0.75% per annum, subject to certain conditions. We may elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at our option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin (including any applicable credit spread adjustment). We will also pay a fee of 0.375% on daily undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and

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other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

SPV Asset Facilities

Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, we sell and contribute certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between us and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired to the wholly owned subsidiary through our ownership of the wholly owned subsidiary. The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay our debts. The SPV Asset Facilities contain customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).

SPV Asset Facility I

On December 22, 2022 (the “SPV Asset Facility I Closing Date”), OR Tech Financing I LLC ("OR Tech Financing I”), a Delaware limited liability company and our wholly-owned subsidiary entered into an Amended and Restated Credit Agreement (the “SPV Asset Facility I”), which amends and restates in its entirety that certain Credit Agreement, dated as of August 11, 2020, by and among OR Tech Financing I, as Borrower, Alter Domus (US) LLC, as Administrative Agent and Document Custodian, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and the lenders from time to time party thereto (the "SPV Asset Facility I Lenders"). On March 30, 2023, the parties to the SPV Asset Facility I entered into an amendment and the following describes the terms of SPV Asset Facility I as amended through such date.

From time to time, we expect to sell and contribute certain investments to OR Tech Financing I pursuant to a Sale and Contribution Agreement by and between us and OR Tech Financing I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by OR Tech Financing I, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by OR Tech Financing I through our ownership of OR Tech Financing I. The total term loan commitment of the SPV Asset Facility I is $600 million (increased from $450 million on March 30, 2023). The availability of the commitments are subject to a ramp up period and subject to an overcollateralization ratio test, which is based on the value of OR Tech Financing I assets from time to time, and satisfaction of certain other tests and conditions, including an advance rate test, interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Asset Facility I provides for the ability to draw term loans for a period of up to two years after the SPV Asset Facility I Closing Date unless the commitments are terminated as provided in the SPV Asset Facility I. Unless otherwise terminated, the SPV Asset Facility I will mature on December 22, 2033 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by OR Tech Financing I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, OR Tech Financing I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

SPV Asset Facility II

On November 16, 2021 (the “SPV Asset Facility II Closing Date”), ORTF Funding I LLC (“ORTF Funding ”), a Delaware limited liability company and our wholly-owned subsidiary entered into a Credit Agreement (the “SPV Asset Facility II”), with ORTF Funding I LLC, as Borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company as

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Collateral Administrator and Collateral Agent and Alter Domus (US) LLC as Collateral Custodian. On the SPV Asset Facility II Closing Date, ORTF Funding I and Goldman Sachs Bank USA, as Administrative Agent, also entered into a Margining Agreement relating to the Secured Credit Facility (the “Margining Agreement”). The following describes the terms of the SPV Asset Facility II as amended through June 23, 2023.

From time to time, we expect to sell and contribute certain investments to ORTF Funding I pursuant to a Sale and Contribution Agreement by and between us and ORTF Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORTF Funding I, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORTF Funding I through our ownership of ORTF Funding I. The maximum principal amount which may be borrowed under SPV Asset Facility II is $300 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORTF Funding I’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.

The SPV Asset Facility II provides for the ability to draw and redraw revolving loans for a period of up to three years after the SPV Asset Facility II Closing Date. Unless otherwise terminated, the SPV Asset Facility II will mature on November 16, 2026 (the “SPV Asset Facility II State Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORTF Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORTF Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us. The SPV Asset Facility II may be permanently reduced, in whole or in part, at the option of ORTF Funding I subject to payment of a premium for a period of time.

Amounts drawn bear interest at Term SOFR plus a spread of 2.625% and the spread is payable on the amount by which the undrawn amount exceeds a minimum threshold, initially zero and ramping to 75% of the commitment amount. The undrawn amount of the commitment not subject to such spread payment is subject to an undrawn fee of 0.50% per annum. Certain additional fees are payable on each payment date to Goldman Sachs Bank USA as Administrative Agent. In additional, under the Margining Agreement and Credit Agreement, ORTF Funding I is required to post cash margin (or in certain cases, additional eligible assets) to the Administrative Agent if a borrowing base deficiency occurs or if the weighted average price gap (as defined in the Margining Agreement), which is a measure of the excess of the aggregate value assigned to ORTF Funding I’s assets for purposes of the borrowing base test over the total amount drawn under the SPV Asset Facility II, falls below 20%.

Unsecured Notes

June 2025 Notes

On June 12, 2020, we issued $210 million aggregate principal amount of 6.75% notes due 2025 (the “June 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2025 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The June 2025 Notes were issued pursuant to an Indenture dated as of June 12, 2020 (the “Base Indenture”), between us and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of June 12, 2020 (the “First Supplemental Indenture” and together with the Base Indenture, the “June 2025 Indenture”), between us and the Trustee. The June 2025 Notes will mature on June 30, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the June 2025 Indenture. The June 2025 Notes initially bear interest at a rate of 6.75% per year payable semi-annually on June 30 and December 30 of each year, commencing on December 30, 2020. As described in the First Supplemental Indenture, if the June 2025 Notes cease to have an investment grade rating from Kroll Bond Rating Agency (or if Kroll Bond Rating Agency ceases to rate the June 2025 Notes or fails to make a rating of the June 2025 Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization,” as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) selected by us as a replacement agency for Kroll Bond Rating Agency) (an “Interest Rate Adjustment Event”), the interest rate on the June 2025 Notes will increase to 7.50% from the date of the Interest Rate Adjustment Event until the date on which the June 2025 Notes next again receive an investment grade rating. The June 2025 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2025 Notes. The June 2025 Notes rank pari passu, or equal, in right

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of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior. The June 2025 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations. The June 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The June 2025 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2025 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the June 2025 Indenture.

In addition, if a change of control repurchase event, as defined in the June 2025 Indenture, occurs prior to maturity, holders of the June 2025 Notes will have the right, at their option, to require us to repurchase for cash some or all of the June 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

December 2025 Notes

On September 23, 2020, we issued $400 million aggregate principal amount of its 4.75% notes due 2025 (the “December 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. On November 23, 2021, we issued an additional $250 million aggregate principal amount of the December 2025 Notes in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The December 2025 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The December 2025 Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of September 23, 2020 (the “Second Supplemental Indenture” and together with the Base Indenture, the “December 2025 Indenture”), between us and the Trustee. The December 2025 Notes will mature on December 15, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the December 2025 Indenture. The December 2025 Notes bear interest at a rate of 4.75% per year payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2020. The December 2025 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the December 2025 Notes. The December 2025 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior. The December 2025 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The December 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the 1940 Act, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the December 2025 Notes and the Trustee we no longer are subject to the reporting requirements under the Exchange Act, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, if a change of control repurchase event, as defined in the December 2025 Indenture, occurs prior to maturity, holders of the December 2025 Notes will have the right, at their option, to require us to repurchase for cash some or all of the December 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the December 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

June 2026 Notes

On December 17, 2020, we issued $375 million aggregate principal amount of 3.75% notes due 2026 (the “June 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

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The June 2026 Notes were issued pursuant to the Base Indenture and a Third Supplemental Indenture, dated as of December 17, 2020 (the “Third Supplemental Indenture” and together with the Base Indenture, the “June 2026 Indenture”), between us and the Trustee. The June 2026 Notes will mature on June 17, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the June 2026 Indenture. The June 2026 Notes bear interest at a rate of 3.75% per year payable semi-annually on June 17 and December 17 of each year, commencing on June 17, 2021. The June 2026 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2026 Notes. The June 2026 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the June 2026 Notes. The June 2026 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The June 2026 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The June 2026 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the 1940 Act whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2026 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

January 2027 Notes

On June 14, 2021, we issued $300 million aggregate principal amount of 2.50% notes due 2027 (the “January 2027 Notes”). The January 2027 Notes were issued pursuant to the Base Indenture and a Fourth Supplemental Indenture, dated as of December 17, 2020 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the “January 2027 Indenture”), between us and the Trustee. The January 2027 Notes will mature on January 15, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the January 2027 Indenture. The January 2027 Notes bear interest at a rate of 2.50% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2022. The January 2027 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the January 2027 Notes. The January 2027 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the January 2027 Notes. The January 2027 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The January 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The January 2027 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the 1940, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the January 2027 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

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CLO

CLO 2020-1

On December 16, 2020 (the “CLO 2020-1 Closing Date”), we completed a $333.5 million term debt securitization transaction (the “CLO 2020-1 Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO 2020-1 Transaction were issued by our consolidated subsidiaries Owl Rock Technology Financing 2020-1, an exempted company incorporated in the Cayman Islands with limited liability (the “CLO 2020-1 Issuer”), and Owl Rock Technology Financing 2020-1 LLC, a Delaware limited liability company (the “CLO 2020-1 Co-Issuer” and together with the CLO 2020-1 Issuer, the “CLO 2020-1 Issuers”) and were backed by a portfolio of collateral obligations consisting of middle market loans, recurring revenue loans and participation interests in middle market loans, recurring revenue loans as well as by other assets of the CLO 2020-1 Issuer.

CLO 2020-1 Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Closing Date (the “CLO 2020-1 Indenture”), by and among the CLO 2020-1 Issuers and State Street Bank and Trust Company: $200 million of A (sf) Class A Notes, which, as of July 18, 2023, bore interest at term SOFR (plus a spread adjustment) plus 2.95% (the “CLO 2020-1 Secured Notes”). The CLO 2020-1 Secured Notes were secured by the middle market loans, recurring revenue loans, participation interests in middle market loans and recurring revenue loans and other assets of the Issuer. The CLO 2020-1 Secured Notes were scheduled to mature on the Payment Date (as defined in the CLO 2020-1 Indenture) in January, 2031. The CLO 2020-1 Secured Notes were offered by MUFG Securities Americas Inc., as initial purchaser, from time to time in individually negotiated transactions.

The CLO 2020-1 Secured Notes were redeemed in the CLO 2020-1 Refinancing, described below.

Concurrently with the issuance of the CLO 2020-1 Secured Notes, the CLO 2020-1 Issuer issued approximately $133.5 million of subordinated securities in the form of 133,500 preferred shares at an issue price of U.S.$1,000 per share (the “CLO 2020-1 Preferred Shares”). The CLO 2020-1 Preferred Shares were issued by the CLO 2020-1 Issuer as part of its issued share capital and are not secured by the collateral securing the CLO 2020-1 Secured Notes. We purchased all of the CLO 2020-1 Preferred Shares. We acted as a retention holder in connection with the CLO 2020-1 Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such were required to retain a portion of the CLO 2020-1 Preferred Shares.

As part of the CLO 2020-1 Transaction, we entered into a loan sale agreement with the CLO 2020-1 Issuer dated as of the Closing Date, which provided for the sale and contribution of approximately $243.4 million par amount of middle market loans and recurring revenue loans from us to the CLO 2020-1 Issuer on the Closing Date and for future sales from us to the CLO 2020-1 Issuer on an ongoing basis. No gain or loss was recognized as a result of these sales and contributions. Such loans constituted part of the initial portfolio of assets securing the CLO 2020-1 Secured Notes. We made customary representations, warranties, and covenants to the CLO 2020-1 Issuer under the loan sale agreement.

Through January 15, 2022, the net proceeds of the issuing of the CLO 2020-1 Secured Notes not used to purchase the initial portfolio of loans securing the CLO 2020-1 Secured Notes and a portion of the proceeds received by the CLO 2020-1 Issuer from the loans securing the CLO 2020-1 Secured Notes were able to be used by the CLO 2020-1 Issuer to purchase additional middle market loans and recurring revenue loans under the direction of the Adviser, in its capacity as collateral manager for the CLO 2020-1 Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans and recurring revenue loans.

The Adviser served as collateral manager for the CLO 2020-1 Issuer under a collateral management agreement dated as of the Closing Date. The Adviser was entitled to receive fees for providing these services. The Adviser waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement, dated August 10, 2018, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO 2020-1 Issuers’ equity or notes owned by us.

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CLO 2020-1 Refinancing

On August 23, 2023 (the “CLO 2020-1 Refinancing Date”), we completed a $337,500,000 term debt securitization refinancing (the “CLO 2020-1 Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by us. The secured notes issued in the CLO 2020-1 Refinancing were issued by the our consolidated subsidiary Owl Rock Technology Financing 2020-1 LLC, a Delaware limited liability company (the “CLO 2020-1 Refinancing Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO 2020-1 Refinancing Issuer.

The CLO 2020-1 Refinancing was executed by the issuance of the following classes of notes pursuant to an indenture and security agreement dated as of the CLO 2020-1 Closing Date by and among the CLO 2020-1 Issuer, the CLO 2020-1 Refinancing Issuer, as co-issuer and State Street Bank and Trust Company as trustee, as supplemented by the First Supplemental Indenture dated as of July 18, 2023 by and among the CLO 2020-1 Issuer, as issuer, the CLO 2020-1 Refinancing Issuer, as co-issuer and the Trustee and the Second Supplemental Indenture dated as of the CLO 2020-1 Refinancing Date (the “CLO 2020-1 Refinancing Indenture”), by and among the CLO 2020-1 Refinancing Issuer and the Trustee: (i) $112,500,000 of AAA(sf) Class A-1R Notes, which bear interest at the Benchmark plus 3.05%, (ii) $23,500,000 of AAA(sf) Class A-2R Notes, which bear interest at 6.937%, (iii) $53,000,000 of A(sf) Class B-1R Notes, which bear interest at the Benchmark plus 4.64% and (iv) $15,000,000 of A(sf) Class B-2R Notes, which bear interest at 8.497%, (together, the “CLO 2020-1 Refinancing Secured Notes”). The CLO 2020-1 Refinancing Secured Notes are secured by the middle market loans and other assets of the CLO 2020-1 Refinancing Issuer. The CLO 2020-1 Refinancing Secured Notes are scheduled to mature on the Payment Date (as defined in the CLO 2020-1 Refinancing Indenture) in October, 2035. The CLO 2020-1 Refinancing Secured Notes were privately placed by MUFG Securities Americas Inc. and Scotia Capital (USA) Inc. The proceeds from the CLO 2020-1 Refinancing were used to redeem in full the classes of notes issued on the CLO 2020-1 Closing Date and to pay expenses incurred in connection with the CLO 2020-1 Refinancing. On the CLO 2020-1 Refinancing Date, the CLO 2020-1 Issuer was merged with and into the CLO 2020-1 Refinancing Issuer, with the CLO 2020-1 Refinancing Issuer surviving the merger. The CLO 2020-1 Refinancing Issuer assumed by all operation of law all of the rights and obligations of the CLO 2020-1 Issuer, including the subordinated securities issued by the CLO 2020-1 Issuer on the CLO 2020-1 Closing Date.

On the CLO 2020-1 Closing Date, the CLO 2020-1 Issuer entered into a loan sale agreement with us, which provided for the sale and contribution of approximately $243.43 million par amount of middle market loans from us to the CLO 2020-1 Issuer on the CLO 2020-1 Refinancing Date and for future sales from us to the CLO 2020-1 Issuer on an ongoing basis. As part of the CLO 2020-1 Refinancing, the CLO 2020-1 Refinancing Issuer, as the successor to the CLO 2020-1 Issuer, entered into an amended and restated loan sale agreement with us dated as of the CLO 2020-1 Refinancing Date, pursuant to which the CLO 2020-1 Refinancing Issuer assumed all ongoing obligations of the CLO 2020-1 Issuer under the original agreement and we sold and contributed approximately $83.93 million par amount middle market loans to the CLO 2020-1 Refinancing Issuer on the CLO 2020-1 Refinancing Date and provides for future sales from us to the CLO 2020-1 Refinancing Issuer on an ongoing basis. Such loans constituted part of the portfolio of assets securing the CLO 2020-1 Refinancing Secured Notes. We made customary representations, warranties, and covenants to the Issuer under the loan sale agreement.

Through October 15, 2027, a portion of the proceeds received by the CLO 2020-1 Refinancing Issuer from the loans securing the CLO 2020-1 Refinancing Secured Notes may be used by the CLO 2020-1 Refinancing Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO 2020-1 Refinancing Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.

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Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. The table below presents our outstanding commitments to fund investments in current portfolio companies as of the following periods:


Portfolio Company	Investment	March 31, 2024		December 31, 2023
($ in thousands)
Activate Holdings (US) Corp. (dba Absolute Software)	First lien senior secured revolving loan	$	352	$	282
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan	2,580		1,580
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	222		296
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	—		17
Acquia Inc.	First lien senior secured revolving loan	7,875		5,989
Anaplan, Inc.	First lien senior secured revolving loan	3,542		3,542
Aptean Acquiror, Inc.	First lien senior secured delayed draw term loan	506		—
Aptean Acquiror, Inc.	First lien senior secured revolving loan	273		—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured delayed draw term loan	29,688		—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured revolving loan	4,750		—
Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR term loan	13,693		14,005
Aurelia Netherlands Midco 2 B.V.	First lien senior secured NOK term loan	13,720		14,656
Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR revolving loan	1,521		1,556
Avalara, Inc.	First lien senior secured revolving loan	909		909
Bamboo US BidCo LLC	First lien senior secured delayed draw term loan	687		716
Bamboo US BidCo LLC	First lien senior secured revolving loan	1,026		1,026
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	10,134		9,355
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	26,309		26,309
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	5,708		8,426
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	11,250		11,250
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured delayed draw term loan	27		36
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured revolving loan	45		67
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	4,450		4,450
Certinia, Inc.	First lien senior secured revolving loan	2,941		2,941
Circana Group, L.P. (fka The NPD Group, L.P.)	First lien senior secured revolving loan	664		1,238
CivicPlus, LLC	First lien senior secured revolving loan	4,664		3,078
Community Brands ParentCo, LLC	First lien senior secured delayed draw term loan	—		1,500
Community Brands ParentCo, LLC	First lien senior secured revolving loan	750		750
Computer Services, Inc. (dba CSI)	First lien senior secured delayed draw term loan	9,196		—

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
Coupa Holdings, LLC	First lien senior secured delayed draw term loan	70	70
Coupa Holdings, LLC	First lien senior secured revolving loan	54	54
Crewline Buyer, Inc. (dba New Relic)	First lien senior secured revolving loan	9,434	9,434
Delinea Buyer, Inc. (f/k/a Centrify)	First lien senior secured revolving loan	8,163	8,163
Diligent Corporation	First lien senior secured revolving loan	853	701
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)	First lien senior secured revolving loan	91	91
Entrata, Inc.	First lien senior secured revolving loan	103	103
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	4,278	4,278
Finastra USA, Inc.	First lien senior secured revolving loan	6,092	5,498
Forescout Technologies, Inc.	First lien senior secured delayed draw term loan	32,175	32,175
Forescout Technologies, Inc.	First lien senior secured revolving loan	8,333	8,333
Fullsteam Operations, LLC	First lien senior secured loan	9,720	3,805
Fullsteam Operations, LLC	First lien senior secured revolving loan	593	593
Gainsight, Inc.	First lien senior secured revolving loan	2,700	2,700
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	956	3,647
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	2,211	885
Granicus, Inc.	First lien senior secured delayed draw term loan	289	—
Granicus, Inc.	First lien senior secured revolving loan	274	—
Granicus, Inc.	First lien senior secured revolving loan	—	2,069
Grayshift, LLC	First lien senior secured revolving loan	968	968
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan	5,821	—
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured revolving loan	4,799	3,344
H&F Opportunities LUX III S.À R.L (dba Checkmarx)	First lien senior secured revolving loan	25,000	25,000
Hyland Software, Inc.	First lien senior secured revolving loan	4,070	4,070
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured revolving loan	1,217	—
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured delayed draw term loan	8,382	8,382
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured revolving loan	4,790	5,987
Inovalon Holdings, Inc.	First lien senior secured delayed draw term loan	7,355	13,834
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan	13,714	13,714
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	3,409	3,409
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	4,198	3,927
Kaseya Inc.	First lien senior secured delayed draw term loan	887	887
Kaseya Inc.	First lien senior secured revolving loan	709	709
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)	First lien senior secured revolving loan	2,937	2,056
Litera Bidco LLC	First lien senior secured revolving loan	8,250	8,250
LSI Financing 1 DAC	Preferred Equity	32,622	—

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
ManTech International Corporation	First lien senior secured delayed draw term loan	1,030	1,030
ManTech International Corporation	First lien senior secured revolving loan	860	860
MINDBODY, Inc.	First lien senior secured revolving loan	7,143	7,143
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	664	344
Monotype Imaging Holdings Inc.	First lien senior secured delayed draw term loan	4,913	—
Monotype Imaging Holdings Inc.	First lien senior secured revolving loan	7,369	—
Neptune Holdings, Inc. (dba NexTech)	First lien senior secured revolving loan	588	588
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	1,115	1,115
Oranje Holdco, Inc. (dba KnowBe4)	First lien senior secured revolving loan	1,602	1,602
PDI TA Holdings, Inc.	First lien senior secured delayed draw term loan	3,052	—
PDI TA Holdings, Inc.	First lien senior secured revolving loan	918	—
PetVet Care Centers, LLC	First lien senior secured delayed draw term loan	5,120	5,120
PetVet Care Centers, LLC	First lien senior secured revolving loan	5,373	5,373
Ping Identity Holding Corp.	First lien senior secured revolving loan	91	91
Pluralsight, LLC	First lien senior secured revolving loan	—	2,230
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan	3,750	3,750
QAD, Inc.	First lien senior secured revolving loan	11,429	11,429
Relativity ODA LLC	First lien senior secured revolving loan	11,250	11,250
RL Datix Holdings (USA), Inc.	First lien senior secured revolving loan	1,330	778
Rubrik, Inc.	First lien senior secured delayed draw term loan	958	1,306
SailPoint Technologies Holdings, Inc.	First lien senior secured revolving loan	4,358	4,358
Securonix, Inc.	First lien senior secured revolving loan	3,559	3,559
SimpliSafe Holding Corporation	First lien senior secured delayed draw term loan	75	75
Smarsh Inc.	First lien senior secured delayed draw term loan	5,524	5,524
Smarsh Inc.	First lien senior secured revolving loan	265	442
Talon MidCo 2 Limited (dba Tufin)	First lien senior secured delayed draw term loan	18	13
Talon MidCo 2 Limited (dba Tufin)	First lien senior secured revolving loan	119	119
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured delayed draw term loan	744	744
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	1,682	1,682
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	3,488	4,613
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	2,188	2,188
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	1,629	2,809
When I Work, Inc.	First lien senior secured revolving loan	5,605	5,605
XRL 1 LLC (dba XOMA)	First lien senior secured delayed draw term loan	1,000	1,000

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Portfolio Company	Investment	March 31, 2024		December 31, 2023
Zendesk, Inc.	First lien senior secured delayed draw term loan	12,922		12,922
Zendesk, Inc.	First lien senior secured revolving loan	5,321		5,321
Total Unfunded Portfolio Company Commitments		$	490,051	$	396,093

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, 2024, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of ~~its~~our business. At ~~September 30, 2018,~~March 31, 2024, management was not aware of any pending or threatened litigation.

Contractual Obligations

The table below presents a summary of our contractual payment obligations under our credit facilities and notes as of March 31, 2024:


	Payments Due by Period
($ in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Revolving Credit Facility	349.0		—		—		349.0		—
SPV Asset Facility I	600.0		—		—		—		600.0
SPV Asset Facility II	300.0		—		300.0		—		—
June 2025 Notes	210.0		—		210.0		—		—
December 2025 Notes	650.0		—		650.0		—		—
June 2026 Notes	375.0		—		375.0		—		—
January 2027 Notes	300.0		—		300.0				—
CLO 2020-1	204.0		—		—		—		204.0
Total Contractual Obligations	$	2,988.0	$	—	$	1,835.0	$	349.0	$	804.0

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 Investment Advisory Agreement;

•the Administration Agreement; and

•the License Agreement.

In addition to the aforementioned agreements, we ~~intend to~~ rely on an order for exemptive relief that has been granted to ~~ORCA~~OCA and certain of its affiliates to permit us to co-invest with other funds managed by ~~our~~the Adviser or ~~certain of~~ its affiliates, ~~including Owl Rock Capital Corporation and Owl Rock Capital Corporation II~~ in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.

We invest in Fifth Season and LSI Financing, non-controlled affiliated investments, as defined in the 1940 Act. See "ITEM 1. - Notes to Consolidated Financial Statements - Note 3. Agreements and Related Party Transactions" for further details.

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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 filed with the SEC on August 10, 2018, as amended and 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 we held 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 ~~Board,~~Adviser, as the valuation designee, based on, among other things, the input of ~~the~~our Adviser, our audit committee and independent third-party valuation firm(s) engaged at the direction of the ~~Board.~~

Adviser.

As part of the valuation process, ~~the Board~~our Adviser takes into account relevant factors in determining the fair value of our Company’s 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 or sale transaction, public offering or subsequent equity sale occurs, the ~~Board~~Adviser considers whether the pricing indicated by the external event corroborates its valuation.

~~The Board~~

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 investment 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. Agreed upon valuation recommendations are presented to the Audit Committee;

~~The~~•Our Audit Committee reviews the valuations recommendations and recommends values for each investment to ~~the~~our Board; ~~and~~

~~The~~•Our Board reviews the recommended valuations and determines the fair value of each ~~investment.~~

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.

113

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~~period in which the transfer ~~occurred.~~occurs. 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, ~~we evaluate~~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,~~(such as broker quotes), ~~we subject~~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, ~~we,~~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.

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.

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 have adopted a derivatives policy that complies with the recordkeeping requirements of Rule 18f-4.

Interest and Dividend Income Recognition

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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.

Distributions

We ~~intend to elect~~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 obtain and maintain our tax treatment as a RIC, we must distribute (or be deemed to distribute) in each taxable year distribution for tax purposes equal to at least ~~90 percent of~~ the sum of:

•90% of ~~our:~~

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.

•

~~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 ~~corporate-level~~ U.S. federal income ~~tax.~~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

•100% of any income or gains recognized, but not distributed, in preceding years.

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

115

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 also ~~intend to elect~~have elected to be treated as a RIC under the Code beginning with ~~its~~the taxable ~~period~~year ending December 31, ~~2018.~~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 ~~corporate-level~~ U.S. federal income taxes at corporate rates 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.

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 ~~its~~our shareholders, for each taxable year, at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses. 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. 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) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. 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.

We do not currently qualify as a “publicly offered regulated investment company,” as defined in the Code. Accordingly, shareholders may be taxed as though they received a distribution of some of our expenses. A “publicly offered regulated investment company” is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market, or (iii) held by at least 500 persons at all times during the taxable year. The Company cannot determine when it will qualify as a publicly offered RIC. If we do not qualify as a publicly offered RIC during the tax year, a non-corporate shareholder’s allocable portion of our affected expenses, including a portion of its management fees, will be treated as an additional

distribution to shareholders. A non-corporate shareholder’s allocable portion of these expenses are treated as miscellaneous itemized deductions that are not currently deductible by such shareholders.

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 ~~September 30, 2018.~~

December 31, 2023. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.


			Page
PART I	FINANCIAL INFORMATION
Item 1.	CONSOLIDATED FINANCIAL INFORMATION			4 3
~~Item 1.~~			Consolidated Financial Statements		4 3
			Consolidated ~~Statement~~Statements of Assets and Liabilities as of ~~September 30, 2018~~March 3 1 , 202 4 (Unaudited) and December 31, 202 3		4 3
			Consolidated ~~Statement~~Statements of Operations for the ~~Period from July 12, 2018 (Inception) to September 30, 2018~~Three Months Ended Mar ch 31 , 202 4 and 202 3 (Unaudited)		5 4
			Consolidated ~~Schedule~~Schedules of Investments as of ~~September 30, 2018~~March 31 , 202 4 (Unaudited) and December 31, 202 3		6 5
			Consolidated ~~Statement~~Statements of Changes in Net Assets for the ~~Period from July 12, 2018 (Inception) to September 30, 2018~~Three Months Ended March 3 1 , 202 4 and 202 3 (Unaudited)		7 42
			Consolidated ~~Statement~~Statements of Cash Flows for the ~~Period from July 12, 2018 (Inception) to September 30, 2018~~Three Months Ended March 3 1 , 202 4 and 202 3 (Unaudited)		8 43
			Notes to Consolidated Financial Statements (Unaudited)		9 45
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations		22 77
Item 3.			Quantitative and Qualitative Disclosures About Market Risk		39 118
Item 4.			Controls and Procedures		40 119

PART II			OTHER INFORMATION		41 120
Item 1.			Legal Proceedings		41 120
Item 1A.			Risk Factors		41 120
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds		41 120
Item 3.			Defaults Upon Senior Securities		41 120
Item 4.			Mine Safety Disclosures		41 120
Item 5.			Other Information		41 120
Item 6.			Exhibits		42 121
Signatures						43








		122


Company(1)(7)(18)(20)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(5)	Fair Value	Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Aerospace & defense
Peraton Corp.(3)(6)(9)(13)	Second lien senior secured loan	SR +	7.75%	02/2029	84,551		83,654	84,677	2.4	%
ManTech International Corporation(6)(9)(13)	First lien senior secured loan	SR +	5.75%	09/2029	6,475		6,367	6,475	0.2	%
ManTech International Corporation(6)(9)(13)(14)(16)	First lien senior secured delayed draw term loan	SR +	5.75%	09/2024	565		548	565	—	%
ManTech International Corporation(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	5.75%	09/2028	—		(13)	—	—	%
					91,591		90,556	91,717	2.6	%
Application Software
Anaplan, Inc.(6)(9)(13)	First lien senior secured loan	SR +	6.50%	06/2029	49,219		48,821	49,219	1.4	%
Anaplan, Inc.(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	6.50%	06/2028	—		(25)	—	—	%
Armstrong Bidco Limited(6)(11)(13)(23)	First lien senior secured GBP term loan	SA +	5.25%	06/2029	£	8,087	9,750	10,139	0.3	%
Avalara, Inc.(6)(9)(13)	First lien senior secured loan	SR +	7.25%	10/2028	9,091		8,979	9,091	0.3	%
Avalara, Inc.(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	7.25%	10/2028	—		(10)	—	—	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(6)(9)(13)	First lien senior secured loan	SR +	5.50%	08/2027	77,021		75,843	74,324	2.1	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(6)(9)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	08/2027	2,338		2,244	2,101	0.1	%
CivicPlus, LLC(6)(9)(13)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	08/2027	67,716		67,295	67,717	1.9	%
CivicPlus, LLC(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	6.00%	08/2027	—		(28)	—	—	%
Coupa Holdings, LLC(6)(9)(13)	First lien senior secured loan	SR +	7.50%	02/2030	785		768	779	—	%
Coupa Holdings, LLC(6)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	SR +	7.50%	08/2024	—		(1)	—	—	%
Coupa Holdings, LLC(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	7.50%	02/2029	—		(1)	—	—	%
CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(6)(13)	Unsecured notes	SR +	11.75% PIK	06/2034	39,383		38,584	39,383	1.1	%
Community Brands ParentCo, LLC(6)(8)(13)	First lien senior secured loan	SR +	5.50%	02/2028	12,495		12,320	12,401	0.3	%
Community Brands ParentCo, LLC(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	5.50%	02/2028	—		(10)	(6)	—	%


Company(1)(7)(18)(20)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(5)	Fair Value	Percentage of Net Assets
Diamondback Acquisition, Inc. (dba Sphera)(6)(8)(13)	First lien senior secured loan	SR +	5.50%	09/2028	76,453	75,379	75,688	2.1	%
Diligent Corporation(6)(9)	First lien senior secured loan	SR +	6.25%	08/2025	24,561	24,242	24,314	0.7	%
Diligent Corporation(6)(9)(14)	First lien senior secured revolving loan	SR +	6.25%	08/2025	670	660	655	—	%
Fullsteam Operations, LLC(6)(9)(13)	First lien senior secured loan	SR +	8.25%	11/2029	10,593	10,286	10,593	0.3	%
Fullsteam Operations, LLC(6)(9)(13)(14)	First lien senior secured loan	SR +	8.25%	11/2029	2,502	2,342	2,447	0.1	%
Fullsteam Operations, LLC(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	8.25%	11/2029	—	(16)	—	—	%
Gainsight, Inc.(6)(9)(13)	First lien senior secured loan	SR +	6.75% PIK	07/2027	63,754	63,187	63,435	1.8	%
Gainsight, Inc.(6)(9)(13)(14)	First lien senior secured revolving loan	SR +	6.75% PIK	07/2027	2,760	2,709	2,732	0.1	%
Granicus, Inc.(6)(8)(13)	First lien senior secured loan	SR +	5.75% (2.25% PIK)	01/2031	1,937	1,918	1,917	0.1	%
Granicus, Inc.(6)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	SR +	5.75% (2.25% PIK)	01/2026	—	(1)	(1)	—	%
Granicus, Inc.(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	5.25%	01/2031	—	(3)	(3)	—	%
Grayshift, LLC(6)(8)(13)(23)	First lien senior secured loan	SR +	8.00%	07/2028	21,010	20,777	20,852	0.6	%
Grayshift, LLC(6)(13)(14)(15)(23)	First lien senior secured revolving loan	SR +	8.00%	07/2028	—	(7)	(7)	—	%
GS Acquisitionco, Inc. (dba insightsoftware)(6)(9)(13)	First lien senior secured loan	SR +	5.00%	05/2026	48,894	48,681	48,772	1.4	%
GS Acquisitionco, Inc. (dba insightsoftware)(6)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	SR +	5.00%	03/2026	—	(15)	—	—	%
GS Acquisitionco, Inc. (dba insightsoftware)(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	5.50%	05/2026	—	(19)	(12)	—	%
MessageBird BidCo B.V.(6)(8)(13)(23)	First lien senior secured loan	SR +	6.75%	05/2027	44,000	43,431	44,000	1.2	%
Ministry Brands Holdings, LLC(6)(8)(13)	First lien senior secured loan	SR +	5.50%	12/2028	8,287	8,167	8,122	0.2	%
Ministry Brands Holdings, LLC(6)(8)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	12/2027	74	65	59	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(6)(9)(13)	First lien senior secured loan	SR +	5.75%	03/2028	10,340	10,195	10,211	0.3	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(6)(9)(13)(14)(16)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	377	360	372	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	5.75%	03/2028	—	(22)	(21)	—	%


Company(1)(7)(18)(20)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(5)	Fair Value	Percentage of Net Assets
Velocity HoldCo III Inc. (dba VelocityEHS)(6)(9)(13)	First lien senior secured loan	SR +	5.75%	04/2027	40,521	39,997	40,521	1.1	%
Velocity HoldCo III Inc. (dba VelocityEHS)(6)(9)(13)(14)	First lien senior secured revolving loan	SR +	5.75%	04/2026	313	289	313	—	%
Zendesk, Inc.(6)(9)(13)	First lien senior secured loan	SR +	6.25% (3.25% PIK)	11/2028	53,033	52,187	52,767	1.5	%
Zendesk, Inc.(6)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	SR +	6.25%	11/2024	—	(372)	—	—	%
Zendesk, Inc.(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	6.25%	11/2028	—	(82)	(27)	—	%
					676,214	668,864	672,847	19.0	%
Banks
Finastra USA, Inc.(6)(10)(13)(23)	First lien senior secured loan	SR +	7.25%	09/2029	72,084	71,363	71,723	2.0	%
Finastra USA, Inc.(6)(8)(13)(14)(23)	First lien senior secured revolving loan	SR +	7.25%	09/2029	1,385	1,311	1,348	—	%
					73,469	72,674	73,071	2.0	%
Building products
EET Buyer, Inc. (dba e-Emphasys)(6)(9)(13)	First lien senior secured loan	SR +	6.50%	11/2027	54,123	53,709	54,123	1.5	%
EET Buyer, Inc. (dba e-Emphasys)(6)(9)(13)(14)	First lien senior secured revolving loan	SR +	6.50%	11/2027	1,070	1,033	1,070	—	%
					55,193	54,742	55,193	1.5	%
Commercial Services & Supplies
SimpliSafe Holding Corporation(6)(8)(13)	First lien senior secured loan	SR +	6.25%	05/2028	809	797	807	—	%
SimpliSafe Holding Corporation(6)(8)(13)(14)(16)	First lien senior secured delayed draw term loan	SR +	6.25%	05/2024	27	26	27	—	%
					836	823	834	—	%
Diversified Consumer Services
Icefall Parent, Inc. (dba EngageSmart)(6)(9)(13)	First lien senior secured loan	SR +	6.50%	01/2030	12,783	12,532	12,527	0.4	%
Icefall Parent, Inc. (dba EngageSmart)(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	6.50%	01/2030	—	(24)	(24)	—	%
Litera Bidco LLC(6)(8)(13)	First lien senior secured loan	SR +	5.25%	05/2026	151,460	150,581	151,460	4.2	%
Litera Bidco LLC(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	5.25%	05/2025	—	(22)	—	—	%
Relativity ODA LLC(6)(8)(13)	First lien senior secured loan	SR +	6.50%	05/2027	131,681	130,688	131,681	3.7	%
Relativity ODA LLC(6)(13)(14)(15)	First lien senior secured revolving loan	SR +	7.50%	05/2027	—	(87)	—	—	%
Transact Holdings Inc.(3)(6)(8)(13)	First lien senior secured loan	SR +	4.25%	04/2026	8,498	8,454	8,512	0.2	%
					304,422	302,122	304,156	8.5	%

☒
x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐
o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Company⁽¹⁾	Investment	Interest	Maturity Date	Par / Units		Amortized Cost⁽²⁾⁽³⁾		Fair Value		Percentage of Net Assets
Non-controlled/non-affiliated portfolio company debt investments
Healthcare technology
Bracket Intermediate Holding Corp.^(4)(5)(6)	First lien senior secured loan	L + 4.25%	9/5/2025	$	12,000	$	11,940	$	11,940		7.5	%
Bracket Intermediate Holding Corp.^(4)(5)(6)	Second lien senior secured loan	L + 8.13%	9/5/2026		20,000		19,602		19,600		12.3	%
					32,000		31,542		31,540		19.8	%
Total non-controlled/non-affiliated portfolio company debt investments					32,000		31,542		31,540		19.8	%
Total Investments				$	32,000	$	31,542	$	31,540		19.8	%


Company	Fair Value at December 31, 2023		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Transfers		Fair Value at March 31, 2024		Other Income		Interest Income
Fifth Season Investments LLC	$	43,904	$	19,332	$	—	$	2,073	$	—	$	—	$	65,309	$	785	$	—
Help HP SCF Investor, LP	67,221		—		—		1,535		—		—		68,756		—		—
LSI Financing 1 DAC	12,992		—		(242)		148		—		—		12,898		10		—
Signifyd Inc.	110,500		—		—		688		—		—		111,188		2,847		—
Split Software, Inc.	22,484		—		—		(1,431)		—		—		21,053		—		—
Walker Edison Furniture Company LLC	14,992		1,186		—		(910)		—		—		15,268		3		—

Total	$	272,093	$	20,518	$	(242)	$	2,103	$	—	$	—	$	294,472	$	3,645	$	—

	Period from July 12, 2018 (Inception) to September 30, 2018
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	(854	)
Net change in unrealized gain (loss) on investments		(2	)
Net Increase (Decrease) in Net Assets Resulting from Operations		(856	)
Capital Share Transactions
Issuance of common shares		159,964
Net Increase in Net Assets Resulting from Capital Share Transactions		159,964
Total Increase in Net Assets		159,108
Net Assets, at beginning of period		—
Net Assets, at end of period	$	159,108


Company(1)(7)(19)(21)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(5)	Fair Value	Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Aerospace & defense
Peraton Corp.(3)(6)(9)(14)	Second lien senior secured loan	SR +	7.75%	02/2029	84,551		83,621	83,916	2.4	%
ManTech International Corporation(6)(9)(14)	First lien senior secured loan	SR +	5.75%	09/2029	6,685		6,570	6,635	0.2	%
ManTech International Corporation(6)(9)(14)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	09/2024	567		548	563	—	%
ManTech International Corporation(6)(14)(15)(16)	First lien senior secured revolving loan	SR +	5.75%	09/2028	—		(13)	(6)	—	%
					91,803		90,726	91,108	2.6	%
Application Software
Anaplan, Inc.(6)(9)(14)	First lien senior secured loan	SR +	6.50%	06/2029	49,219		48,808	49,219	1.4	%
Anaplan, Inc.(6)(14)(15)(16)	First lien senior secured revolving loan	SR +	6.50%	06/2028	—		(26)	—	—	%
Armstrong Bidco Limited(6)(11)(14)(24)	First lien senior secured loan	SA +	5.25%	06/2029	£	8,087	9,741	10,232	0.3	%
Avalara, Inc.(6)(9)(14)	First lien senior secured loan	SR +	7.25%	10/2028	9,091		8,975	9,045	0.3	%
Avalara, Inc.(6)(14)(15)(16)	First lien senior secured revolving loan	SR +	7.25%	10/2028	—		(11)	(5)	—	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(6)(9)(14)	First lien senior secured loan	SR +	5.50%	08/2027	77,218		75,962	74,515	2.1	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(6)(9)(14)(15)	First lien senior secured revolving loan	SR +	5.50%	08/2027	2,338		2,237	2,101	0.1	%
CivicPlus, LLC(6)(9)(14)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	08/2027	67,293		66,843	67,293	1.9	%
CivicPlus, LLC(6)(8)(14)(15)	First lien senior secured revolving loan	SR +	6.00%	08/2027	1,586		1,556	1,586	—	%
Coupa Holdings, LLC(6)(8)(14)	First lien senior secured loan	SR +	7.50%	02/2030	785		767	770	—	%
Coupa Holdings, LLC(6)(14)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	7.50%	08/2024	—		(1)	(1)	—	%
Coupa Holdings, LLC(6)(14)(15)(16)	First lien senior secured revolving loan	SR +	7.50%	02/2029	—		(1)	(1)	—	%
CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(6)(8)(14)	Unsecured notes	SR +	11.75% PIK	06/2034	39,383		38,565	39,284	1.1	%
Community Brands ParentCo, LLC(6)(8)(14)	First lien senior secured loan	SR +	5.50%	02/2028	12,527		12,342	12,402	0.4	%
Community Brands ParentCo, LLC(6)(14)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.50%	02/2024	—		(10)	—	—	%


Company	Fair Value at December 31, 2022		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Transfers		Fair Value at December 31, 2023		Other Income		Interest Income
Fifth Season Investments LLC	$	25,110	$	18,646	$	—	$	148	$	—	$	—	$	43,904	$	1,390	$	—

Help HP SCF Investor, LP	65,192		—		—		2,029		—		—		67,221		—		—
LSI Financing 1 DAC	4,013		10,237		(1,886)		628		—		—		12,992		164		—



Signifyd Inc.	109,216		10,720		—		(9,436)		—		—		110,500		10,720		—
Split Software, Inc.	27,836		—		—		(5,352)		—		—		22,484		—		—
Walker Edison Furniture Company LLC	—		23,385		—		(8,393)		—		—		14,992		—		—






Total	$	231,367	$	62,988	$	(1,886)	$	(20,376)	$	—	$	—	$	272,093	$	12,274	$	—


	Period from July 12, 2018 (Inception) to September 30, 2018
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(856	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net		(31,540	)
Net amortization of discount on investments		(2	)
Net change in unrealized (gain) loss on investments		2
Amortization of offering costs		26
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable		(197	)
(Increase) decrease in prepaid expenses and other assets		(58	)
Increase (decrease) in management fee payable		199
Increase (decrease) in payables to affiliate		583
Increase (decrease) in accrued expenses and other liabilities		429
Net cash used in operating activities		(31,414	)
Cash Flows from Financing Activities
Proceeds from issuance of common shares		140,081
Offering costs paid		(203	)
Net cash provided by financing activities		139,878
Net increase (decrease) in cash		108,464
Cash, beginning of period		—
Cash, end of period	$	108,464

Supplemental and Non-Cash Information
Subscription receivable	$	19,883

	September 30, 2018
($ in thousands)	Amortized Cost		Fair Value
First-lien senior secured debt investments	$	11,940	$	11,940
Second-lien senior secured debt investments		19,602		19,600
Total Investments	$	31,542	$	31,540

Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price ($ in millions)
August 20, 2018	August 30, 2018		2,666,667	$	40.0
September 13, 2018	September 26, 2018		8,168,133		120.0
Total			10,834,800	$	160.0

($ in thousands)	Period from July 12, 2018 (Inception) to September 30, 2018
New investment commitments
Gross originations	$	32,000
Less: Sell downs		—
Total new investment commitments	$	32,000
Principal amount of investments funded:
First-lien senior secured debt investments	$	12,000
Second-lien senior secured debt investments		20,000
Total principal amount of investments funded	$	32,000
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	—
Second-lien senior secured debt investments		—
Total principal amount of investments sold or repaid	$	—
Number of new investment commitments in new portfolio companies⁽¹⁾	1
Average new investment commitment amount	$	32,000
Weighted average term for new investment commitments (in years)		7.6
Percentage of new debt investment commitments at floating rates		100.0	%
Percentage of new debt investment commitments at fixed rates		0.0	%
Weighted average interest rate of new investment commitments⁽²⁾		9.1	%
Weighted average spread over LIBOR of new floating rate investment commitments		6.7	%

	~~September 30, 2018~~
~~Weighted average total yield of portfolio~~		~~9.3~~	%
~~Weighted average total yield of debt and income producing~~ ~~securities~~		~~9.3~~	%
~~Weighted average interest rate of debt securities~~		~~9.0~~	%
~~Weighted average spread over LIBOR of all floating rate~~ ~~investments~~		~~6.7~~	%


	March 31, 2024		December 31, 2023
Weighted average total yield of portfolio(1)	10.6	%	10.6	%
Weighted average total yield of debt and income producing securities(1)	12.3	%	12.5	%
Weighted average interest rate of debt securities	11.8	%	11.8	%
Weighted average spread over base rate of all floating rate debt investments	6.7	%	6.7	%


Investment Rating		Description
~~Investment Rating~~ 1		~~Description~~
1	Investments with a rating of 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;

2		Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rate of 2;

3		Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;

4		Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and

5		Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair value of the loan to the amount we anticipate will be recovered.

($ in millions)	Period from July 12, 2018 (Inception) to September 30, 2018
Interest from investments	$	0.2
Total investment income	$	0.2

($ in millions)	Period from July 12, 2018 (Inception) to September 30, 2018
Initial organization	$	0.3
Management fee		0.2
Professional fees		0.3
Directors' fees		0.1
Other general and administrative		0.2
Total expenses	$	1.1

~~Exhibit~~ ~~Number~~	Description of Exhibits




3.1		Articles of Amendment and Restatement, dated August 9, 2018, as amended June 22, 2023 (incorporated by reference to Exhibit 3.1 to the ~~Company’s Registration Statement~~Company's Quarterly Report on Form ~~10,~~10-Q, filed on August ~~10, 2018)~~11, 2023).

3.2		Amended and Restated Bylaws, dated July ~~18, 2018~~6, 2023 (incorporated by reference to Exhibit 3.2 to the ~~Company’s Registration Statement~~Company's Current Report on Form ~~10,~~8-K, filed on ~~August 10, 2018)~~June 22, 2023).

~~10.1~~ 10.1*		~~Investment Advisory Agreement between the Company~~A mended and ~~the Adviser, dated August 10, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 filed on August 10, 2018).~~

~~10.2~~	Administration Agreement between the Company and the Adviser, dated August 10, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 filed on August 10, 2018).

~~10.3~~	Restated Dividend Reinvestment Plan effective as of ~~August 10, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 filed on August 10, 2018)~~May 6, 2024.

~~10.4~~		Custody Agreement by and between the Company and State Street Bank and Trust Company, dated August 2018 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on August 10, 2018).

~~10.5~~		License Agreement between the Company and Owl Rock Capital Partners LP, dated August 10, 2018 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 filed on August 10, 2018).









31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* *		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* *		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


		Blue Owl ~~Rock~~ Technology Finance Corp.

Date: ~~November 6, 2018~~ May 10, 2024	By:	~~By:~~	/s/ Craig W. Packer
			Craig W. Packer
			Chief Executive Officer


		Blue Owl Technology Finance Corp.

Date: May 10, 2024	By:		/s/ Jonathan Lamm
~~Date: November 6, 2018~~		~~By:~~	~~/s/ Alan Kirshenbaum~~ Jonathan Lamm
			~~Alan Kirshenbaum~~
	Chief Operating Officer and Chief Financial Officer

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

399 Park Avenue, 38^th ~~Floor~~
New York, New York

(Address of principal executive offices)

(Zip Code)