Blue Owl Capital closes $398M loan securitization

Blue Owl Capital Corporation executed a $398 million CLO financing maturing in 2038, backed by middle market loans and fully retaining the subordinated equity.

Rhea-AI Filing Summary

Blue Owl Capital Corporation (OBDC) completed a $398 million term debt securitization on September 2, 2026 through its subsidiary Owl Rock CLO XXVI, LLC, issuing multiple tranches of secured notes and borrowing Class A‑L loans backed by a portfolio of middle market loans and related assets. The structure includes $182 million of Class A‑1 Notes at three‑month term SOFR plus 1.48%, $25 million of fixed‑rate Class A‑F Notes at 5.54%, $40 million of Class B Notes at SOFR plus 1.90%, $20 million of Class C Notes at SOFR plus 2.20%, and $25 million of Class A‑L loans at SOFR plus 1.48%, all maturing on a July 2038 payment date.

The Issuer also sold $106.15 million of subordinated Preferred Shares at $1,000 per share, all purchased by Blue Owl Capital Corporation, and acquired about $362.067 million funded par amount of middle market loans from the company as the initial collateral portfolio, with no gain or loss recognized. Through July 2030, loan proceeds may be reinvested in additional middle market loans under Blue Owl Credit Advisors LLC as collateral manager. The adviser has currently waived its collateral management fees, with any future fees offset against its existing investment advisory fee, and the company expects to use proceeds from the Debt, net of fees and expenses, for general corporate purposes.

Positive

• $398 million long-dated secured financing obtained via a CLO structure maturing on a July 2038 payment date, providing stable term funding backed by middle market loan assets.
• Blue Owl Capital Corporation purchased 100% of the CLO’s $106.15 million Preferred Shares, aligning its exposure with the performance of the securitized middle market loan portfolio.
• Blue Owl Credit Advisors LLC has waived collateral management fees for this CLO, with any future fees contractually offset against its existing management fee to Blue Owl Capital Corporation.

Negative

• The CLO Debt is secured by middle market loans and other Issuer assets, increasing asset encumbrance within the structure and potentially limiting flexibility over the pledged collateral.

Filing Explained

The debt sits at the CLO subsidiary, while OBDC retains exposure through all $106.15 million of subordinated preferred shares.

On September 2, 2026, the company completed the CLO financing, but the filing states that the Debt is the secured obligation of its subsidiary, Owl Rock CLO XXVI, LLC, rather than describing it as debt issued directly by Blue Owl Capital Corporation.

In practical terms, the subsidiary borrowed against middle-market loan assets and is subject to the financing documents' covenants and events of default. The Secured Notes were privately placed and have not been registered for public resale.

Blue Owl Capital Corporation purchased all $106.15 million of the CLO's subordinated Preferred Shares and says it acts as the retention holder, so it retains exposure to the performance of the securitized assets through that investment.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total CLO Debt: $398 million Class A-1 Notes: $182 million at three-month term SOFR + 1.48% Class A-F Notes: $25 million at 5.54% +5 more

8 metrics

Total CLO Debt $398 million Term debt securitization completed on September 2, 2026

Class A-1 Notes $182 million at three-month term SOFR + 1.48% AAA(sf) tranche issued under the CLO Indenture

Class A-F Notes $25 million at 5.54% AAA(sf) fixed-rate tranche in the CLO structure

Class B Notes $40 million at three-month term SOFR + 1.90% AA(sf) tranche of the CLO

Class C Notes $20 million at three-month term SOFR + 2.20% A(sf) tranche of the CLO

Class A-L Loans $25 million at three-month term SOFR + 1.48% Floating-rate loans borrowed under A-L Credit Agreement

Preferred Shares Issued $106.15 million (106,150 shares at $1,000) Subordinated securities purchased entirely by Blue Owl Capital Corporation

Initial Collateral Portfolio $362.067 million funded par amount Middle market loans sold or contributed by Blue Owl Capital Corporation to the Issuer

Key Terms

collateralized loan obligation, Preferred Shares, three-month term SOFR, collateral management agreement, +2 more

6 terms

collateralized loan obligation financial

"also known as a collateralized loan obligation transaction, which is a form"

A collateralized loan obligation (CLO) is a financial product that bundles many corporate loans into a single pool and then sells pieces of that pool to investors, with each piece offering different levels of risk and return. Think of it like a large box of varied loans sliced into portions so investors can choose higher safety with lower yield or higher reward with more risk; CLO performance matters because it concentrates credit and interest-rate risk and affects income stability for holders.

Preferred Shares financial

"the Issuer issued $106.15 million of subordinated securities in the form of 106,150 Preferred Shares"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

three-month term SOFR financial

"Class A-1 Notes, which bear interest at three-month term SOFR plus 1.48%"

Three-month term SOFR is a forward-looking benchmark interest rate that estimates the expected cost of borrowing U.S. dollars for a three-month period, based on secured overnight financing market activity. Investors care because it sets the floating interest paid or received on many loans, bonds and derivatives—like a posted speed limit that determines how fast interest costs or returns can change—so shifts in this rate directly affect debt expenses, cash yields and valuations.

collateral management agreement financial

"The Adviser will serve as collateral manager for the Issuer under a collateral management agreement dated"

A collateral management agreement is a contract that sets out how pledged assets (collateral) are held, monitored and moved between parties to secure a loan or trading exposure. Think of it as rules for a safety-deposit box and its keeper: it defines who values the collateral, how margin calls are handled, and how disputes are resolved. For investors, it matters because it reduces counterparty and liquidity risk by clarifying protections and procedures if one side can’t meet its obligations.

Secured Notes financial

"together, the “Secured Notes”) and (B) the borrowing by the Issuer"

Secured notes are loans issued as tradable bonds that are tied to specific assets—like a mortgage is tied to a house—so if the borrower can’t pay, holders have a legal claim on that collateral. For investors this usually means lower risk and higher chance of recovering money in a default, but returns tend to be smaller than for unsecured debt and the real safety depends on the value and legal strength of the pledged assets.

emerging growth company regulatory

"or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What transaction did Blue Owl Capital Corp (OBDC) announce on September 2, 2026?

Blue Owl Capital Corporation completed a $398 million term debt securitization, Owl Rock CLO XXVI, LLC, issuing multiple tranches of secured notes and Class A‑L loans backed by middle market loans, with the Debt scheduled to mature on a payment date in July 2038.

What securities were issued in the OBDC CLO XXVI financing and at what rates?

The Issuer sold $182 million Class A‑1 Notes at three‑month term SOFR + 1.48%, $25 million Class A‑F Notes at 5.54%, $40 million Class B Notes at SOFR + 1.90%, $20 million Class C Notes at SOFR + 2.20%, and borrowed $25 million Class A‑L loans at SOFR + 1.48%.

How much CLO equity did Blue Owl Capital Corp (OBDC) retain in this transaction?

The Issuer issued 106,150 Preferred Shares at $1,000 per share, totaling $106.15 million of subordinated securities, and Blue Owl Capital Corporation purchased all of these Preferred Shares, acting as the retention holder for regulatory purposes.

What collateral backs the Blue Owl Capital Corp (OBDC) CLO XXVI Debt?

The Debt is secured by a portfolio of middle market loans, participation interests in middle market loans, and other assets of the Issuer. Approximately $362.067 million funded par amount of middle market loans from Blue Owl Capital Corporation formed the initial collateral portfolio.

How will Blue Owl Capital Corp (OBDC) use the CLO financing proceeds?

Blue Owl Capital Corporation expects to use the proceeds from the issuance and incurrence of the $398 million Debt, net of certain fees and expenses, for general corporate purposes, according to the disclosure.

What are the fee arrangements for Blue Owl Credit Advisors LLC in the OBDC CLO XXVI?

Blue Owl Credit Advisors LLC will serve as collateral manager and is entitled to fees, but has waived its right to receive them for now. If fees resume, the collateral management fee will be offset against the investment advisory fee owed by Blue Owl Capital Corporation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 04:16 PM Accepted by SEC EDGAR 09/08/2026 - 04:15 PM Learn about SEC filing dates

Blue Owl Capital Corp false 0001655888 0001655888 2026-09-02 2026-09-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2026

BLUE OWL CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		814-01190		47-5402460
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

399 Park Avenue, New York, NY 10022

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 419-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OBDC		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On September 2, 2026 (the “Closing Date”), Blue Owl Capital Corporation (the “Company”) completed a $398 million term debt securitization transaction (the “CLO 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 Transaction and the secured loan borrowed in the CLO Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO XXVI, LLC, a limited liability organized under the laws of the State of Delaware (the “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 Issuer.

The CLO Transaction was executed by (A) 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 “Indenture”), by and among the Issuer and The Bank of New York Mellon Trust Company, National Association: (i) $182 million of AAA(sf) Class A-1 Notes, which bear interest at three-month term SOFR plus 1.48%, (ii) $25 million of AAA(sf) Class A-F Notes, which bear interest at 5.54%, (iii) $40 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 1.90% and (iv) $20 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 2.20% (together, the “Secured Notes”) and (B) the borrowing by the Issuer of (i) $25 million under floating rate Class A-L loans (the “Class A-L Loans” and together with the Secured Notes, the “Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 1.48%. The Class A-L Loans were borrowed under a credit agreement (the “A-L Credit Agreement”), dated as of the Closing Date, by and among the Issuer, as borrower, the lenders party thereto, and The Bank of New York Mellon Trust Company, National Association, as collateral trustee and loan agent. The Debt is secured by middle market loans, participation interests in middle market loans and other assets of the Issuer. The Debt is scheduled to mature on the Payment Date (as defined in the Indenture) in July 2038. The Secured Notes were privately placed by SG Americas Securities, LLC, as Initial Purchaser.

Concurrently with the issuance of the Secured Notes, the Issuer issued $106.15 million of subordinated securities in the form of 106,150 preferred shares at an issue price of U.S.$1,000 per share (the “Preferred Shares”). The Preferred Shares were issued by the Issuer as part of its issued share capital and are not secured by the collateral securing the Debt. The Company purchased all of the Preferred Shares. The Company acts as retention holder in connection with the CLO 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 Preferred Shares.

As part of the CLO Transaction, the Company entered into a loan sale agreement with the Issuer dated as of the Closing Date (the “OBDC Loan Sale Agreement”), which provided for the contribution and sale of approximately $362.067 million funded par amount of middle market loans from the Company to the Issuer on the Closing Date and for future sales from the Company to the Issuer on an ongoing basis. Such loans constituted the initial portfolio of assets securing the Debt. The Company made customary representations, warranties, and covenants to the Issuer under the loan sale agreement. No gain or loss was recognized as a result of these sales or contributions.

Through July 2030, a portion of the proceeds received by the Issuer from the loans securing the Debt may be used by the Issuer to purchase additional middle market loans under the direction of Blue Owl Credit Advisors LLC (the “Adviser”), the Company’s investment advisor, in its capacity as collateral manager for the Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.

The Debt is the secured obligation of the Issuer, and the Indenture and the A-L Credit Agreement each include customary covenants and events of default. The Secured Notes have not been registered under the Securities Act of 1933, as amended (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 will serve as collateral manager for the Issuer under a collateral management agreement dated as of the Closing Date (the “Collateral Management Agreement”). 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; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Fourth Amended and Restated Investment Advisory Agreement, dated January 12, 2025, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XXVI Issuer’s equity or notes owned by the Company.

The Company expects to use the proceeds of the issuance and incurrence of the Debt, net of certain fees and expenses, for general corporate purposes.

The above description of the documentation related to the CLO Transaction and other arrangements entered into on the Closing Date contained in this Current Report on Form 8-K do not purpose to be complete and are qualified in their entirety by reference to the underlying agreements, including the Indenture, the A-L Credit Agreement and the Collateral Management Agreement, each filed as exhibits hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description
10.1*		Indenture and Security Agreement, dated as of September 2, 2026, by and between Owl Rock CLO XXVI, LLC, as Issuer, and The Bank of New York Mellon Trust Company, National Association, as Trustee.
10.2		Collateral Management Agreement, dated as of September 2, 2026, by and between Owl Rock CLO XXVI, LLC, as Issuer, and Blue Owl Credit Advisors LLC, as Collateral Manager.
10.3*		Class A-L Credit Agreement, dated as of September 2, 2026, among Owl Rock CLO XXVI, LLC, as Borrower, the Lenders party thereto, and The Bank of New York Mellon Trust Company, National Association, as Loan Agent and Trustee.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				BLUE OWL CAPITAL CORPORATION
Date: September 8, 2026				By:		/s/ Jonathan Lamm
				Name:		Jonathan Lamm
				Title:		Chief Operating Officer and Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.2 MB
• EX-10.2 EX-10.2 140.3 KB
• EX-10.3 EX-10.3 257.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB