OBDC ends merger agreement with Blue Owl Capital Corporation II

Blue Owl Capital Corporation (OBDC) reported that on November 18, 2025 it and Blue Owl Capital Corporation II mutually agreed to terminate their previously signed Agreement and Plan of Merger.

Accepted by SEC EDGAR 11/19/2025 - 09:06 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Blue Owl Capital Corporation (OBDC) reported that on November 18, 2025 it and Blue Owl Capital Corporation II mutually agreed to terminate their previously signed Agreement and Plan of Merger. The termination was made under the contract’s termination provision and is effective as of that same date. With this step, the merger will not proceed, although certain sections of the original agreement, including provisions on expenses, termination and general contract terms, remain in effect as specified.

On November 19, 2025, OBDC and OBDC II issued a joint press release describing the decision, which is included as an exhibit to the report for informational purposes only and is treated as furnished rather than filed under securities law.

Insights

Corporate actions analyst

OBDC and OBDC II mutually ended their planned merger, keeping only select contract terms in place.

The report states that Blue Owl Capital Corporation and Blue Owl Capital Corporation II agreed on November 18, 2025 to terminate their Agreement and Plan of Merger. This means the previously announced internal combination will not move forward, while leaving certain articles of the original contract, such as Articles IX and XI and a specified expense provision, still operative.

The termination is described as mutual and executed under the merger agreement’s own termination clause, which indicates the parties are using a predefined contractual path rather than a dispute-driven remedy. A joint press release dated November 19, 2025 provides additional context, but the report does not quantify any direct financial impact, consideration, or penalties tied to ending the transaction.

For investors, this preserves the current separate corporate structure of OBDC and OBDC II. Any future strategic moves or revised transaction structures would need to be detailed in later public disclosures if and when they occur.

8-K Event Classification

3 items: 1.02, 7.01, 9.01

3 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 18, 2025

BLUE OWL CAPITAL CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Maryland			814-01190			47-5402460
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

399 Park Avenue, 37th Floor
New York, NY			10022
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 419-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☒			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(s)

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 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 1.02.    Termination of a Material Definitive Agreement.

On November 18, 2025, Blue Owl Capital Corporation, a Maryland corporation (“OBDC”) and Blue Owl Capital Corporation II (“OBDC II”) mutually agreed to terminate the Agreement and Plan of Merger (the “Merger Agreement”) between OBDC, OBDC II, Cowboy Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of OBDC (“Merger Sub”), and, solely for the limited purposes set forth therein, Blue Owl Credit Advisors LLC, a Delaware limited liability company (the “Adviser”) and investment adviser to each of OBDC and OBDC II, pursuant to Section 9.01 thereof, effective as of November 18, 2025 (the “Termination”). Upon the effectiveness of the Termination, the Merger Agreement was of no further force and effect, with the exceptions of Section 7.08(b), Article IX and Article XI (including, in each case, any applicable definitions) which shall survive the termination of the Merger Agreement and remain in full force and effect in accordance with their respective terms.

Item 7.01.    Regulation FD Disclosure.

On November 19, 2025, OBDC and OBDC II issued a joint press release relating to the termination of the Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and is not deemed “filed” by OBDC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits

 (d) Exhibits

Exhibit Number						Description
99.1						Joint Press Release, dated as of November 19, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 thereunto duly authorized.

						Blue Owl Capital Corporation
November 19, 2025						By:			/s/ Jonathan Lamm
									Name: Jonathan Lamm
									Title: Chief Operating Officer and Chief Financial Officer