Administration, LLC (“Oaktree Administrator”), the Company’s administrator, and its affiliates and/or a paid solicitor. No additional compensation will be paid to such regular employees for such services. The Company intendscurrently does not intend to useengage a paid solicitor in connection with the services of Broadridge Investor Communication Services Inc. (“Broadridge”) to aid inAnnual Meeting. If the distribution and collection of proxies forCompany retains a solicitor, it estimates that it will pay an estimated feeaggregate of approximately $65,000$11,500 plus pass through charges. Broadridgeout-of-pocket expenses for such services and you could contact yoube contacted by telephone on behalf of the Company and urge yoube urged to vote. BroadridgeIf the Company engages a solicitor, you could be contacted by telephone on behalf of the Company and be urged to vote. The solicitor will not attempt to influence how you vote your shares, but will only ask that you take the time to cast a vote. The Company will reimburse brokers and other persons holding the Company’s common stock in their names, or in the names of nominees, for their expenses for forwarding proxy materials to principals and beneficial owners and obtaining their proxies.

Director and Executive Officer Information

Directors

Information regarding the Company’s nominees for election as a director at the Annual Meeting and the Company’s continuing directors is set forth below. We have divided the directors into two groups — independent directors and interested directors. The interested director is an “interested person” of the Company, as defined in Section 2(a)(19) of the Investment Company Act.

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Executive Officers

The following persons serve in the following capacities for the Company:

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Biographical Information

Additional biographical information regarding the Company’s current directors, nominees for director and officers is set forth below.

Interested Director

John B. Frank. Mr. Frank has been a member of the Board since October 2017 and currently serves as a member of the Co-Investment Committee. Mr. Frank has been Oaktree’s Vice Chairman since 2014 and has served on the board of directors of OCG since 2007. Prior to holding this position, Mr. Frank served as Oaktree’s Managing Principal from 2006 to 2014 and served as Oaktree’s General Counsel from 2001 to 2006. As Managing Principal of Oaktree, Mr. Frank was the firm’s principal executive officer and was responsible for all aspects of the firm’s management. Prior to joining Oaktree, Mr. Frank was a partner of the law firm Munger, Tolles & Olson LLP, where he managed a number of notable mergers and acquisitions transactions. While at that firm, he served as primary outside counsel to public and privately-held corporations and as special counsel to various boards of directors and special board committees. Prior to joining Munger, Tolles & Olson LLP in 1984, Mr. Frank served as a law clerk to the Honorable Frank M. Coffin of the United States Court of Appeals for the First Circuit. He is a member of the State Bar of California and, while in private practice, was listed in Woodward & White’s Best Lawyers in America. Mr. Frank is a member of the Board of Directors of Chevron Corporation, ADRx, Inc. and Urban 626 LLC and a Trustee of Wesleyan University, the XPRIZE Foundation and The James Irvine Foundation. Mr. Frank previously served on the Board of Directors of OCSI, Oaktree Acquisition Corp., Oaktree Acquisition Corp. II, and Oaktree Acquisition Corp. III. Mr. Frank holds a B.A. with honors from Wesleyan University and a J.D. magna cum laude from the University of Michigan Law School where he was Managing Editor of the Michigan Law Review and a member of the Order of the Coif.

Mr. Frank’s position as Oaktree’s Vice Chairman and member of the board of directors of OCG and prior positions as Oaktree’s Managing Principal and General Counsel gives him deep knowledge of Oaktree’s operations, capabilities and business relationships. Mr. Frank’s experience as counsel to board of directors and special board committees brings valuable legal insight to the Board. The foregoing qualifications led to the conclusion of the Board that Mr. Frank should serve as a member of the Board.

Independent Directors

Phyllis R. Caldwell. Ms. Caldwell has been a member of the Board since December 2021 and currently serves as chair of the Nominating and Corporate Governance Committee and a member of each of our other Board committees. Ms. Caldwell is founder and has served since 2012 as the managing member of Wroxton Civic Ventures, which provides advisory services on various financial, housing and economic development matters. Previously, Ms. Caldwell was Chief Homeownership Preservation Officer at the U.S. Department of the Treasury, responsible for oversight of the U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives established through the Troubled Asset Relief Program (“TARP”) of the U.S. Department of the Treasury. In addition, Ms. Caldwell held various leadership roles during 11 years at Bank of America, including serving as President of Community Development Banking. Ms. Caldwell has served as a director of Ocwen Financial Corporation since January 2015 and served as the Chair of the Board of Directors of the company from March 2016 until January 2023. In June 2021, Ms. Caldwell became a member of the board of directors of OneMain Holdings, Inc., the country’s largest nonprime installment lender. In March 2021, Ms. Caldwell was appointed as a member of the board of trustees of JBG SMITH Properties, an owner and developer of mixed-use properties in the Washington, D.C. market. From December 2020 to July 2021, Ms. Caldwell served as a member of the board of directors of Revolution Acceleration Acquisition Corp., a special purpose acquisition company, and from January 2014 through September 2018, she served as an independent director of American Capital Senior Floating, Ltd., a business development company. Ms. Caldwell also serves or has served on the boards of other public and private businesses and numerous non-profit organizations engaged in housing and community development finance. Ms. Caldwell received her Master of Business Administration from the Robert H. Smith School of Business at the University of Maryland, College Park and holds a Bachelor of Arts in Sociology, also from the University of Maryland.

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Through her experiences in government, management and board service, including with American Capital Senior Floating, Ltd., Ms. Caldwell brings extensive knowledge of economic and financial matters. The foregoing qualifications led to the conclusion of the Board that Ms. Caldwell should serve as a member of the Board.

Deborah Gero. Ms. Gero has been a member of the Board since March 2019 and currently serves as chair of the Audit Committee and a member of each of our other Board committees. Ms. Gero has also been a member of the board of trustees of OSCF since December 2021. Ms. Gero has held various positions with AIG, including as a Senior Managing Director and Deputy Chief Investment Officer of AIG Asset Management, where she was responsible for developing the firm’s investment strategy for approximately $300 billion of insurance company portfolios from 2012 to 2018. She joined AIG in 2009 and served as Chief Risk Officer for the Life and Retirement division until 2012. Before joining AIG, Ms. Gero was a consultant from 2003 to 2009, focusing on collateralized debt obligation investment management and investments in insurance companies. Prior to her work as a consultant, Ms. Gero spent eight years at AIG and its stockholderspredecessor entities in a variety of capacities including Portfolio Manager of a $3 billion collateralized debt obligation portfolio and recommends itCorporate Actuary. Previous experiences include numerous actuarial and asset/liability management roles at Conseco, Inc., Tillinghast/Towers-Perrin and Pacific Mutual Life Insurance Company. Ms. Gero currently serves as a director of Resolution Re, Ltd., Newport Re, Ltd. and The Friends of the Brentwood Art Center and as a member of the Investment Committee of United Way of Greater Los Angeles. Ms. Gero has previously served as a director of OCSI, OSI2, Aurora National Life Insurance Company and New California Life Holdings, as well as several insurance and asset management subsidiaries of AIG. Ms. Gero received a B.A. degree in mathematics from the University of Notre Dame. She is a CFA charterholder, a fellow in the Society of Actuaries and a member of the American Academy of Actuaries.

Through her experience in insurance and financial services, Ms. Gero brings extensive experience in risk management, strategic planning and mergers and acquisitions to the stockholdersBoard. Due to such experience and Ms. Gero’s knowledge of and experience in finance and accounting, the Board determined that Ms. Gero is an “audit committee financial expert” as defined under SEC rules. Ms. Gero’s many experiences also make her skilled in leading committees requiring substantive expertise, including serving as the chair of the audit committee of the Board. The foregoing qualifications led to the conclusion of the Board that Mr. Gero should serve as a member of the Board.

Craig Jacobson. Mr. Jacobson has been a member of the Board since October 2017 and currently serves as chair of the Compensation Committee and a member of each of our other Board committees. Mr. Jacobson is a founder and partner with the law firm of Hansen, Jacobson, Teller, Hoberman, Newman, Warran, Richman, Rush, Kaller, Gellman, Meigs & Fox LLP where he practices in the area of media business. Mr. Jacobson founded New Form Digital, a venture with Discovery Media and ITV Studios which produces scripted short form online content, which he operated from 2014 to January 2019. In addition, Mr. Jacobson founded and operates Whisper Advisors, a boutique investment banking and advisory company. Mr. Jacobson serves on the Board of Directors of Expedia and Charter Communications. He chairs the Nominating Committee and is a member of the Audit and Compensation Committees of Expedia and is a member of the Nominating Committee of Charter Communications. Mr. Jacobson has previously served as a director of OCSI, Tribune Media Company, TicketMaster, Eventful and Aver Media. Mr. Jacobson received a J.D. from the George Washington University Law School and holds a B.A. from Brown University.

Through his membership of the Board of Directors of several companies, Mr. Jacobson brings extensive experience as the director of both private and public companies to the Board. Mr. Jacobson’s services on the Audit and Compensation Committees of Expedia and Tribune Entertainment provides Mr. Jacobson with the knowledge and skills to significantly contribute to the committees of the Board. The foregoing qualifications led to the conclusion of the Board that Mr. Jacobson should serve as a member of the Board.

Bruce Zimmerman. Mr. Zimmerman has been a member of the Board since October 2017 and currently serves as our lead independent director, the chair of the Co-Investment Committee and a member of each of our other Board committees. Mr. Zimmerman has served as Senior Advisor of Dalio Family Office since September 2023, where he previously served as Chief Investment Officer from July 2019 to September 2023, and was the Chief Executive Officer and Chief Investment Officer of the University of Texas Investment Management Company (“UTIMCO”) from 2007 until 2016. UTIMCO is the second largest investor of discretionary university

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assets worldwide. Before joining UTIMCO, Mr. Zimmerman was Chief Investment Officer and Global Head of Pension Investments at Citigroup. Mr. Zimmerman also served as Chief Financial Officer and Chief Administrative Officer of Citigroup Alternate Investments, which invests proprietary and client capital across a range of hedge fund, private equity, real estate and structured credit vehicles. Prior to his work at Citigroup, Mr. Zimmerman spent thirteen years at Texas Commerce Bank/JP Morgan Chase in a variety of capacities including Merger & Acquisition Investment Banking, Internet and ATM Retail Management, Consumer Marketing and Financial Planning, Strategy and Corporate Department. Mr. Zimmerman previously served as a director of OCSI, Vistra Energy Corp., an integrated power company, as Vice Chairman of the Board of Trustees for the CommonFund, a nonprofit asset management firm and on the Investment Committee for the Houston Endowment. Mr. Zimmerman was previously the International President of the B’nai B’rith Youth Organization. Mr. Zimmerman received an MBA from Harvard Business School and graduated Magna Cum Laude from Duke University.

Mr. Zimmerman’s executive experience brings extensive business, investment and management expertise to his Board service. His previous positions as Chief Financial Officer and Chief Accounting Officer bring valuable financial oversight skills to the Board. The foregoing qualifications led to the conclusion of the Board that Mr. Zimmerman should serve as a member of the Board.

Executive Officers

Armen Panossian. Mr. Panossian has served as Chief Executive Officer and Chief Investment Officer for the Company since September 2019. Mr. Panossian has served as the Chairman, Chief Executive Officer and Chief Investment Officer of OSCF and OLPG since December 2021 and February 2023, respectively. Mr. Panossian also served as Chief Executive Officer and Chief Investment Officer of OCSI and OSI2 from September 2019 to March 2021 and from September 2019 to January 2023, respectively. Mr. Panossian is a managing director and Oaktree’s Head of Performing Credit where his responsibilities include oversight of the firm’s performing credit activities including the senior loan, high yield bond, private credit, convertibles, structured credit and emerging markets debt strategies. He also serves as a portfolio manager within the Global Private Debt and Global Credit strategies. Mr. Panossian joined Oaktree’s in 2007 as a senior member of its Global Opportunities group. In January 2014, he joined the U.S. Senior Loan team to assume co-portfolio management responsibilities and lead the development of Oaktree’s CLO business. Mr. Panossian joined Oaktree from Pequot Capital Management, where he worked on their approval. For these purposes,distressed debt strategy. Mr. Panossian received a B.A. degree in economics with honors and distinction from Stanford University, where he was elected to Phi Beta Kappa. Mr. Panossian then went on to receive an M.S. degree in health services research from Stanford Medical School and J.D. and M.B.A. degrees from Harvard Law School and Harvard Business School. Mr. Panossian serves on the Advisory Board of the Stanford Institute for Economic Policy Research. He is a member of the State Bar of California.

Mathew Pendo. Mr. Pendo has served as President of the Company since August 2019. Mr. Pendo has served as President of OSCF and OLPG since December 2021 and February 2023, respectively. Mr. Pendo also currently serves as Managing Director, Head of Corporate Development and Capital Markets for Oaktree, which he joined in 2015. Mr. Pendo previously served as Chief Operating Officer of the Company from October 2017 to January 2022, as Chief Operating Officer and President of OCSI from October 2017 and August 2019, respectively, until March 2021, as Chief Operating Officer of OSI2 from July 2018 until December 2021, as President of OSI2 from August 2019 until January 2023 and as Chief Operating Officer of Oaktree Acquisition Corp. II. from August 2020 until June 2022.

Prior to joining Oaktree in 2015, Mr. Pendo was at the investment banking boutique of Sandler O’Neill Partners, where he was a managing director focused on the financial services industry. Prior thereto, Mr. Pendo was the chief investment officer of TARP, where he was honored with the Distinguished Service Award. There, he built and managed a team of 20 professionals overseeing the Treasury’s $200 billion TARP investment activities across multiple industries including AIG, GM and the banks, and all levels of the capital structure.

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Mr. Pendo began his career at Merrill Lynch, where he spent 18 years, starting in their investment banking division before becoming managing director of the technology industry group. Subsequently, Mr. Pendo was a managing director at Barclays Capital, first serving as co-head of U.S. Investment Banking and then co-head of Global Industrials group. Mr. Pendo currently serves as a member of the Board of directors are not deemedof 17 Capital and previously served as a member of the Board of Directors of Keypath Education, Inc., New IPT Holdings, LLC and SuperValu Inc. He received a bachelor’s degree in economics from Princeton University, cum laude.

Matthew Stewart. Mr. Stewart has served as Chief Operating Officer of the Company since January 2022. Mr. Stewart has served as Chief Operating Officer of OSCF and OLPG since December 2021 and February 2023, respectively. Mr. Stewart is a Managing Director and investment professional on Oaktree’s Strategic Credit team. Prior to havejoining Oaktree in 2017, Mr. Stewart was a financial interest solely by reasonvice president at Fifth Street Management. Prior thereto, he was a director at Stifel Nicolaus where he worked in the Leveraged Finance Group. Mr. Stewart began his career as a senior associate at BDO Consulting in the Business Restructuring group before moving on to serving as a vice president in the institutional fixed income business at Knight Capital Group. Mr. Stewart previously served as the Chief Operating Officer of their ownershipOSI2 from December 2021 until January 2023. He received a B.B.A. in finance and a B.S. in accountancy from Villanova University. Mr. Stewart is a Certified Public Accountant (inactive) and CFA charterholder.

Christopher McKown. Mr. McKown has served as Chief Financial Officer and Treasurer of the Company since November 2021. Mr. McKown has served as Chief Financial Officer and Treasurer of OSCF and OLPG since December 2021 and February 2023, respectively. Mr. McKown joined Oaktree in 2011 and currently serves as a Managing Director responsible for fund accounting and reporting for Oaktree’s Strategic Credit strategy. Mr. McKown previously served as the Chief Financial Officer and Treasurer of OSI2 from January 2022 until January 2023, Assistant Treasurer of OSI2 and the Company from July 2018 until January 2022 and October 2017 until November 2021, respectively and also served as Assistant Treasurer of OCSI from October 2017 until March 2021. Prior to joining Oaktree, Mr. McKown worked in the audit practice at KPMG LLP. Mr. McKown received a B.A. degree in business economics with a minor in accounting cum laude from the University of California, Los Angeles and is a Certified Public Accountant (inactive).

Ashley Pak. Ms. Pak has served as the Chief Compliance Officer of the Company since November 2021. Ms. Pak has served as Chief Compliance Officer of OSCF and OLPG since December 2021 and February 2023, respectively. She previously served as Chief Compliance Officer of OSI2 from November 2021 to January 2023. Ms. Pak joined Oaktree in 2007 and currently serves as a Managing Director in the Compliance Department. Prior to joining Oaktree, she was a Compliance/Legal Specialist at Associated Securities Corp. Ms. Pak received a B.A. in Business Administration from Seattle University and an MBA from the University of Massachusetts, Amherst – Isenberg School of Management.

Board Leadership Structure

The Board monitors and performs oversight roles with respect to the Company’s business and affairs, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers. Among other things, the Board approves the appointment of the Company’s common stock.investment adviser and officers, reviews and monitors the services and activities performed by the Company’s investment adviser and officers and approves the engagement of, and reviews the performance of, the independent registered public accounting firm.

Under the Company’s fourth amended and restated bylaws, the Board may designate a chairman to preside over the meetings of the Board and meetings of stockholders and to perform such other duties as may be assigned to him or her by the Board. The Company does not have a fixed policy as to whether the chairman of the Board should be an independent director; the Company believes that havingit should maintain the flexibility to sell or otherwise issue common stock belowselect the chairman and reorganize its then current NAV per share in certain instancesleadership structure, from time to time, based on the criteria that is in the Company’s best interests and the best interests of its stockholders. This would,the Company’s stockholders at such times. The Board has established

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corporate governance procedures to guard against, among other things, provide accessan improperly constituted Board. Pursuant to the capital markets to take advantageCompany’s Corporate Governance Policy, whenever the chairman of attractive investment and acquisition opportunities during periods of market dislocation or volatility and to add financial flexibility to comply with regulatory requirements and debt facility covenants, including any applicable asset coverage ratios. In addition, the Board noted that certain ratings agencies view stockholder authorization to issue sharesis not an independent director, the chairman of common stock below its then current NAV per share favorably. Upon obtaining the requisite stockholder approval,Company’s Nominating and Corporate Governance Committee or, if there has been appointed a lead independent director, the lead independent director will act as the presiding independent director at meetings of the “Non-Management Directors” (which will include the independent directors and other directors who are not officers of the Company will complyeven though they may have another relationship with the conditions described in this proxy statement in connection with any issuance undertaken pursuant to such authorization. A discussionCompany or its management that prevents them from being independent directors). Currently, Mr. Zimmerman serves as the designated lead independent director of the risksBoard.

Presently, Mr. Frank serves as the Chairman of dilution appears below.

policies and procedures since the last report; (iii) any recommendations for material changes to such policies and procedures as a result of the chief compliance officer’s annual review; and (iv) any compliance matter that has occurred since the date of the last report about which the Board would reasonably need to know to oversee compliance. In addition, the Company’s chief compliance officer meets in executive session with the Board’s independent directors at least once a year.

The Company believes that the role of the Board in risk oversight is effective and appropriate given the extensive regulation to which it is already subject as a business development company. As a business development company, the Company is required to comply with certain regulatory requirements that control the levels of risk in its businesses and operations.

Transactions with Related Persons

Investment Advisory Agreement

The Company is externally managed by the Adviser, an affiliate of Oaktree, pursuant to an investment advisory agreement (as amended and restated from time to time, the “Investment Advisory Agreement”). Mr. Frank, an interested member of the Board, has a direct or indirect pecuniary interest in the Adviser. The Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended, that is partially and indirectly owned by OCG. In 2019, Brookfield Asset Management Inc., which we refer to as “Brookfield,” acquired a majority economic interest in OCG. OCG operates as an independent business within Brookfield, with its own product offerings and investment, marketing and support teams.

Under the Investment Advisory Agreement, fees payable to the Adviser equal (a) a base management fee and (b) an incentive fee based on the Company’s performance. The base management fee is calculated at an annual rate of 1.50% of the value of the Company’s total gross assets, including any investment made with borrowings, but excluding cash and cash equivalents; provided, however, that the base management fee on the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents, that exceed the product of (A) 200% (as calculated in accordance with the Investment Company Act and giving effect to exemptive relief the Company received from the SEC with respect to debentures issued by a small business investment company subsidiary) and (B) the Company’s net asset value is 1.00%. In connection with the merger of OCSI with and into the Company on March 19, 2021 (the “ OCSI Merger”), the Company and the Adviser entered into an amended and restated investment advisory agreement, which among other items, waived an aggregate of $6 million of base management fees otherwise payable to the Adviser in the two years following the closing of the OCSI Merger at a rate of $750,000 per quarter (with such amount appropriately prorated for any partial quarter). In connection with the merger of OSI2 with and into the Company on January 23, 2023 (the “OSI2 Merger”), the Adviser waived an aggregate of $9.0 million of base management fees payable to Oaktree as follows: $6.0 million at a rate of $1.5 million per quarter (with such amount appropriately prorated for any partial quarter) in the first year following closing of the OSI2 Merger on January 23, 2023 and $3.0 million at a rate of $750,000 per quarter (with such amount appropriately prorated for any partial quarter) in the second year following closing of the OSI2 Merger.

The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 17.5% of the Company’s “pre-incentive fee net investment income” for the immediately preceding quarter, subject to a preferred return, or “hurdle,” and a “catch up” feature. For purposes of the Investment Advisory Agreement, “pre-incentive fee net investment income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies, other than fees for providing managerial assistance) accrued during the fiscal quarter, minus operating expenses for the quarter (including the base management fee, expenses payable under the Company’s Administration Agreement (as defined below) and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred

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interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. In addition, pre-incentive fee net investment income does not include any amortization or accretion of any purchase premium or purchase discount to interest income resulting solely from merger-related accounting adjustments in connection with the assets acquired in the OCSI Merger and the OSI2 Merger, in each case, including any premium or discount paid for the acquisition of such assets, solely to the extent that the inclusion of such merger-related accounting adjustments, in the aggregate, would result in an increase in pre-incentive fee net investment income.

The second part is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement) and equals 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ending September 30, 2019 through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. The calculation of realized capital gains, realized capital losses and unrealized capital depreciation does (1) not include any such amounts resulting solely from merger-related accounting adjustments in connection with the assets acquired in the OCSI Merger, including any premium or discount paid for the acquisition of such assets, solely to the extent that the inclusion of such merger-related accounting adjustments, in the aggregate, would result in an increase in the capital gains incentive fee, (2) include any such amounts associated with the investments acquired in the OCSI Merger for the period from October 1, 2018 to the date of closing of the OCSI Merger, solely to the extent that the exclusion of such amounts, in the aggregate, would result in an increase in the capital gains incentive fee and (3) include any such amounts associated with the investments acquired in the OSI2 Merger for the period from August 6, 2018 to the date of closing of the OSI2 Merger, solely to the extent that the exclusion of such amounts, in the aggregate, would result in an increase in the capital gains incentive fee.

The Investment Advisory Agreement may be terminated without penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s directors or by Oaktree.

Administration Agreement

The Company has entered into an administration agreement with Oaktree Administrator (the “Administration Agreement”), which is a wholly-owned subsidiary of Oaktree. Pursuant to the Administration Agreement, Oaktree Administrator provides administrative services necessary for the operations of the Company, which include providing to the Company office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities and such other services as Oaktree Administrator, subject to review by the Board, shall from time to time deem to be necessary or useful to perform its obligations under the Administration Agreement. Oaktree Administrator also provides to the Company portfolio collection functions for interest income, fees and warrants and is responsible for the financial and other records that the Company is required to maintain and prepares, prints and disseminates reports to the Company’s stockholders and reports and all other materials filed with the SEC. In addition, Oaktree Administrator assists the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Oaktree Administrator may also offer to provide, on the Company’s behalf, managerial assistance to the Company’s portfolio companies.

For providing these services, facilities and personnel, the Company reimburses Oaktree Administrator the allocable portion of overhead and other expenses incurred by Oaktree Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the rent of its principal executive offices (which are located in a building owned by a Brookfield affiliate) at market rates and the Company’s allocable portion of the costs of compensation and related expenses of its chief financial officer and

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chief compliance officer and their respective staffs and other non-investment professionals at Oaktree that perform duties for the Company. Such reimbursement is at cost, with no profit to, or markup by, Oaktree Administrator. The Administration Agreement may be terminated without penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s directors or by Oaktree Administrator. For the fiscal year ended September 30, 2023, the Company incurred approximately $1.5 million of administration fees under the Administration Agreement.

Review, Approval or Ratification of Transactions with Related Persons

The independent directors of the Company are required to review, approve or ratify any transactions with related persons (as such term is defined in Item 404 of Regulation S-K).

Material Conflicts of Interest

The Company’s executive officers and directors, and certain members of the Adviser, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company does or of investment funds managed by our affiliates. For example, the Adviser presently serves as the investment adviser to OLPG, a private business development company, and OSCF, a continuously offered business development company. All of the Company’s executive officers serve in substantially similar capacities for OLPG and OSCF, and one of the Company’s independent directors serves as an independent director of OSCF. OLPG and OSCF invest in senior secured loans, including first lien, unitranche and second lien debt instruments that pay interest at rates which are determined periodically on the basis of a floating base lending rate, made to private middle-market companies whose debt is rated below investment grade, similar to those the Company targets for investment. Oaktree and its affiliates also manage or sub-advise other business development companies, registered investment companies and private investment funds and accounts, and may manage other such funds and accounts in the future, which have investment mandates that are similar, in whole and in part, with the Company’s. Therefore, there may be certain investment opportunities that satisfy the investment criteria for OLPG, OSCF and the Company as well as other business development companies, registered investment companies and private investment funds and accounts advised or sub-advised by Oaktree or its affiliates. In addition, Oaktree and its affiliates may have obligations to investors in other entities that they advise or sub-advise, the fulfillment of which might not be in the best interests of us or our stockholders.

For example, the personnel of the Adviser may face conflicts of interest in the allocation of investment opportunities to the Company and such other funds and accounts. Oaktree has investment allocation guidelines that govern the allocation of investment opportunities among the investment funds and accounts managed or sub-advised by Oaktree and its affiliates. To the extent an investment opportunity is appropriate for OLPG, OSCF or the Company, or any other investment fund or account managed or sub-advised by Oaktree or its affiliates, Oaktree will adhere to its investment allocation guidelines in order to determine a fair and equitable allocation.

The Company may invest alongside funds and accounts managed or sub-advised by the Adviser and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, the Company may invest alongside such accounts consistent with guidance promulgated by the staff of the SEC permitting the Company and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the Adviser, acting on the Company’s behalf and on behalf of other clients, negotiates no term other than price or terms related to price.

In addition, affiliates of the Adviser have received exemptive relief from the SEC to allow certain managed funds and accounts, each of whose investment adviser is Oaktree or an investment adviser controlling, controlled by or under common control with Oaktree, such as the Adviser, as well as proprietary accounts (subject to certain conditions) to participate in negotiated co-investment transactions where doing so is consistent with the applicable registered fund’s or business development company’s investment objective and strategies as well as

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regulatory requirements and other pertinent factors, and pursuant to the conditions of the exemptive relief. Each potential co-investment opportunity that falls under the terms of the exemptive relief and is appropriate for the Company and any affiliated fund or account, and satisfies the then-current board-established criteria, will be offered to the Company and such other eligible funds and accounts. If there is a sufficient amount of securities to satisfy all participants, the securities will be allocated among the participants in accordance with their proposed order size and if there is an insufficient amount of securities to satisfy all participants, the securities will be allocated pro rata based on the investment proposed by the applicable investment adviser to such participant, up to the amount proposed to be invested by each, which is reviewed and approved by an independent committee of legal, compliance and accounting professionals at attractive risk-adjusted returnsthe Adviser. The Company may also invest alongside funds managed by the Adviser and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, the Company may invest alongside such accounts consistent with guidance promulgated by the staff of the SEC permitting us and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the Adviser, acting on our behalf and on behalf of other clients, negotiates no term other than price.

Although Oaktree will endeavor to allocate investment opportunities in a fair and equitable manner, the Company and its common stockholders could be adversely affected to the extent investment opportunities are allocated among the Company and other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors and members of the Adviser. The Company might not participate in each individual opportunity, but will, on an overall basis, be entitled to participate equitably with other entities managed by Oaktree and its affiliates. Oaktree is committed to treating all clients fairly and equitably over time such that none receive preferential treatment vis-à-vis the others over time, in a manner consistent with its fiduciary duty to each of them; however, in some instances, especially in instances of limited liquidity, the factors may not result in pro rata allocations or may result in situations where certain funds or accounts receive allocations where others do not.

Pursuant to the Investment Advisory Agreement, the Adviser’s liability is limited and the Company is required to indemnify the Adviser against certain liabilities. This may lead the Adviser to act in a riskier manner in performing its duties and obligations under the Investment Advisory Agreement than it would if it were acting for its own account, and creates a potential conflict of interest.

In addition, the Company may make investments in different parts of the capital structure of companies in which other funds and accounts managed or subadvised by the Adviser (“Other Oaktree Funds”) already hold an investment. Generally speaking, the Adviser expects that the Company will make such investments only when, at the time of investment, the Adviser believes such investment is in the Company’s best interests and either the possibility of actual adversity is remote, the Company’s investment is small and non-controlling or the Adviser believes that such investment is appropriate for us in light of the particular circumstances, notwithstanding the potential for conflict. If any conflict were to arise, however, the Adviser will be permitted to take certain actions that, in the absence of such conflict, it would not take, such as causing the Company to remain passive, investing in the same class of securities to align interests, divesting investments or taking other actions to reduce adversity, which may have the effect of benefiting certain Other Oaktree Funds, and not the Company. Given that the Company generally intends to invest higher in the capital structure, it is likely the Company will remain passive in the event of a conflict, meaning that the Company must rely on other investors holding the same types of securities or obligations to advocate on behalf of the Company’s class. The Adviser has no obligation to advise these other holders of any potential claims they may have of which the Adviser may be created during such periodsaware or to consider their interests when advocating on behalf of market dislocation and volatility, including opportunitiesthe Other Oaktree Funds that hold investments in lower parts of the capital structure.

Under certain circumstances, the Company potentially will be offered an opportunity to make acquisitionsan investment in a transaction in which one or more Other Oaktree Funds is expected to make an investment, or in a company in which one or more Other Oaktree Funds already has made, or concurrently will make, an investment. The Investment Company Act and the exemptive relief also impose restrictions on the Company’s ability to

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participate in certain transactions with Other Oaktree Funds. As a result, the Company and the Other Oaktree Funds potentially will have conflicting interests in negotiating the terms of such investments. In negotiating the purchase of such investments, the nature of the covenants, and other companiesterms and conditions of such securities, the Other Oaktree Funds potentially will have interests that conflict with the Company’s. In that regard, subject to the requirements of the Investment Company Act and the exemptive relief, actions may be taken for the Other Oaktree Funds that are adverse to the Company. Such conflicts also have the potential to arise in the negotiations of amendments or investment portfolios at compelling value.

Pursuant to the Administration Agreement, Oaktree Administrator furnishes the Company with the facilities, including its principal executive office, and administrative services necessary to conduct its day-to-day operations. The Company pays Oaktree Administrator its allocable portion of overhead and other expenses incurred by Oaktree Administrator in performing its obligations under the Administration Agreement, including, without limitation, a portion of the rent at market rates and compensation of the Company’s chief financial officer, chief compliance officer, their respective staffs and other non-investment professionals at Oaktree and its affiliates that perform duties for the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, requires the Company’s directors and executive officers, and persons who own 10% or more of the Company’s common stock, have traded below NAV. Although sharesto file reports of ownership and changes in ownership of its equity securities with the SEC. Based solely on a review of the Company’s common stock traded at prices above NAVcopies of those forms filed with the SEC, or written representations that no such forms were required, except for one Form 4 filed late by Ashley Pak on April 12, 2023 (reporting one late transaction), the Company believes that its directors, executive officers and 10% or more beneficial owners complied with all Section 16(a) filing requirements during portions of the 2023 fiscal year there can be no assurance that they will tradeended September 30, 2023.

Corporate Governance

Corporate Governance Documents

The Company maintains a corporate governance webpage under the “Investors” link at prices above NAV in the near term or that the premium at which shareshttps://www.oaktreespecialtylending.com. The Corporate Governance Policy, Code of the Company’s common stock may trade in the future will be sufficiently largeBusiness Conduct, Joint Code of Ethics, Securities Trading Policy, Audit Committee Charter, Nominating and Corporate Governance Committee Charter and Compensation Committee Charter for the Company are available at https://www.oaktreespecialtylending.com and are also available to issue sharesany stockholder who requests them by writing to Oaktree Specialty Lending Corporation, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, Attention: Secretary.

Director Independence

In accordance with rules of Nasdaq, the Board annually determines the independence of each director. No director is considered independent unless the Board has determined that he or she has no material relationship with the Company. The Company monitors the status of its directors and officers through the activities of the Nominating and Corporate Governance Committee and through a questionnaire to be completed by each director no less frequently than annually, with updates periodically if information provided in an offering above the then current NAV per share after taking into accountmost recent questionnaire has materially changed.

In order to evaluate the discounts, commissions or feesmateriality of any underwriter, dealer or agent in connection with such offering. Ifrelationship, the current periodBoard uses the definition of market dislocation and volatility continues or another period of market dislocation and volatility were to occur, the Company may not have access to sufficient debt and equity capital in order to take advantage of attractive investment and acquisition opportunities that are created during such period. In addition, the debt capital that will be available, if any, may be at a higher cost and

development company shall be considered to take advantage of such attractive investment and acquisition opportunities, which typically must be acted upon expeditiously.

and their approval. For theserespective staffs and other non-investment professionals at Oaktree and its affiliates that perform duties for the Company.

The current members of the Compensation Committee are Messrs. Jacobson and Zimmerman and Mses. Caldwell and Gero, each of whom is not an interested person of the Company as defined in the Investment Company Act and is independent for purposes directors are not deemed to have a financial interest solely by reason of their ownershipthe Nasdaq listing rules. Mr. Jacobson serves as the Chair of the Compensation Committee. As discussed below, none of the Company’s common stock.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for determining criteria for service on the Board, believes that havingidentifying, researching and nominating directors for election by its stockholders, selecting nominees to fill vacancies on the flexibilityBoard or a committee of the Board, developing and recommending to issue common stock below NAV per share in certain instancesthe Board a set of corporate governance principles and overseeing the self-evaluation of the Board and its committees and evaluation of management.

The members of the Nominating and Corporate Governance Committee are Messrs. Jacobson and Zimmerman and Mses. Caldwell and Gero, each of whom is in the best interestsnot an interested person of the Company as defined in the Investment Company Act and its stockholders. During volatile periods, suchis independent for purposes of the Nasdaq listing rules. Ms. Caldwell currently serves as the current market environment, this would, amongChair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee met two times during fiscal year 2023.

The Nominating and Corporate Governance Committee considers qualified director nominees recommended by the Company’s stockholders when such recommendations are submitted in accordance with the Company’s bylaws and any other things,applicable law, rule or regulation regarding director nominations. Stockholders of the Company may submit candidates for nomination for the Board by writing to: Board of Directors, Oaktree Specialty Lending Corporation, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. When submitting a nomination for consideration, a stockholder must provide accesscertain information about each person whom the stockholder proposes to capital marketsnominate for election as a director, including: (i) the name, age, business address and residence address of the person; (ii) the principal occupation or employment of the person; (iii) the class or series and number of shares of Company common stock owned beneficially or of record by the person; and (iv) any other information relating to pursue attractive investment and acquisition opportunities and add financial flexibility to comply with regulatory requirements and debt facility covenants, including the applicable asset coverage ratios. It could also minimize the likelihoodperson that the Company would be required to sell assetsbe disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder. Such notice must be accompanied by the proposed nominee’s written consent to be named as a nominee and to serve as a director if elected.

In evaluating director nominees, the Nominating and Corporate Governance Committee considers the following factors:

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The Nominating and Corporate Governance Committee’s goal is to assemble a Board that brings it a variety of perspectives and skills derived from high quality business and professional experience.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such other factors as it may deem are in the Company’s best interests and those of its stockholders. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The Company believes that the Company wouldbackgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Other than the requirements of applicable law or Nasdaq listing rules, the Board does not otherwise sell, which sales could occur at timeshave a specific diversity policy, but considers diversity of race, religion, national origin, gender, sexual orientation, disability, cultural background and at pricesprofessional experiences in evaluating candidates for Board membership.

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are disadvantageousrelevant to the Companyapplicable business and its stockholders.

Co-Investment Committee

The Co-Investment Committee is responsible for reviewing and approving certain co-investment transactions in accordance with the conditions of the exemptive order the Company has no immediate plansreceived from the SEC. The charter of the Company’s Co-Investment Committee is available in print to issue any sharesstockholder who requests it.

The current members of its common stock below NAV, itthe Co-Investment Committee are Messrs. Frank, Jacobson and Zimmerman and Mses. Caldwell and Gero, each of whom is seeking stockholder approval now in order to provide flexibility if it desiresnot an interested person of the Company as defined in the futureInvestment Company Act and is independent for purposes of the Nasdaq listing rules, with the exception of Mr. Frank who is an interested person as defined in the Investment Company Act. Mr. Zimmerman currently serves as the Chair of the Co-Investment Committee.

Code of Business Conduct

The Company has adopted a Code of Business Conduct which applies to, issue sharesamong others, executive officers, including the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and all other officers, employees and directors of its common stock below NAV per share, which typically must be undertaken quickly. The final terms of any such sale will be determined by the Board at the time of issuance, and the shares of common stock will not include

securities, on an exchange or in any other organized market, with respect to the Company’s securities or use any other derivative transaction or instrument to take a short position in respect of common stock would be issued. Instead,the Company’s securities. The Securities Trading Policy permits share pledges in limited cases with the pre-approval of the Company’s chief compliance officer.

During the fiscal year ended September 30, 2023, none of our officers or directors adopted or terminated any transaction in whichcontract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”. During the fiscal year ended September 30, 2023, the Company issues such sharesdid not adopt or terminate any Rule 10b5-1 trading arrangement.

Executive Compensation

The Company’s executive officers do not receive direct compensation from the Company. The compensation of commonthe principals and other investment professionals of the Adviser are paid by Oaktree or one of its affiliates. Further, the Company is prohibited under the Investment Company Act from issuing equity incentive compensation, including stock includingoptions, stock appreciation rights, restricted stock and stock, to its officers or directors, or any employees it may have in the naturefuture. Compensation paid to the Company’s chief financial officer and amount of considerationchief compliance officer and their respective staffs and other non- investment professionals at Oaktree that would be receivedperform duties for the Company is set by Oaktree Administrator and is subject to reimbursement by the Company atof an allocable portion of such compensation for services rendered to it.

During fiscal year 2023, $1.3 million was incurred by, and $0.9 million was reimbursed to, the time of issuance and the use of any such consideration, will be reviewed and approvedOaktree Administrator by the Board atCompany for the timeallocable portion of issuance. Ifcompensation expenses incurred by the Proposal is approved, no further authorization from the stockholders will be solicited prior to any such issuance in accordance with the termsOaktree Administrator on behalf of the Proposal. If approved, the authorization would be effective for common stock issued during a twelve-month period following stockholder approvalchief financial officer, chief compliance officer and other support personnel of the Proposal.

PROPOSAL 2 — RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2024 FISCAL YEAR

Upon the recommendation of the Audit Committee of the Board, the Board has retained EY as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024, subject to ratification by the Company’s existing stockholders whether or not they participate in an offering, as well as for new investors whostockholders.

It is expected that a representative of EY will participate in the offering. Any sale of common stock atAnnual Meeting and will have an opportunity to make a price below NAV per share would result in an immediate dilutionstatement if he or she chooses and will be available to existing stockholders who do not participate in such sale on at least

result, will experience NAV dilution buthave no effect on this proposal. Because brokers will in contrasthave discretionary authority to existing stockholders who purchase less than their proportionate sharevote for the ratification of the offering, experience accretion in NAV over their investment per share and will also experience a disproportionately greater increase in their participationselection of the Company’s registered independent public accounting firm in the Company’s earnings and assets and theirevent that they do not receive voting power than the Company’s increase in assets, potential earning power and voting interests due to such offering. The level of accretion will increase as the excess number of shares such

November 8, 2023

The Audit Committee

Deborah Gero, Chair

Phyllis Caldwell, Member

Craig Jacobson, Member

Bruce Zimmerman, Member

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Any stockholder proposals submitted pursuant

Stockholder proposals or director nominations to be presented at an annual meeting of stockholders, other than stockholder proposals submitted pursuant

The Board does not presently intend to bring any other business before the SpecialAnnual Meeting. As to any other business that may properly come before the SpecialAnnual Meeting, however, proxies will be voted in respect thereof in accordance with the discretion of the proxyholders.

Whether or not you expect to participate in the SpecialAnnual Meeting, please follow the instructions provided on the enclosed proxy card or in the instructions that accompanied your proxy materialsNotice of Internet Availability of Proxy Materials to vote via the Internet byor telephone, or by signing, datingrequest, sign, date and returning the enclosedreturn a proxy card so that you may be represented at the SpecialAnnual Meeting. The SpecialAnnual Meeting will be a completely virtual meeting of stockholders and will be conducted exclusively by webcast. To participate in the SpecialAnnual Meeting, visit www.virtualshareholdermeeting.com/ocsl2024smocsl2024 and enter the

Stockholders who wish to receive a separate copy of any of these documents, or to receive a single copy of such documents if multiple copies were delivered, now or in the future, should submit their request by calling us collect at (213)

The Company files periodic reports, current reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at www.sec.gov. This information, including the Company’s most recent Annual Report on Form

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