Oaktree Specialty Lending sells $300M 7% 2031 notes

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Filing Explained

FAQ

Filing Exhibits & Attachments

Q: What are the key terms of OCSL’s new 7.000% Notes due 2031?

Q: How does OCSL plan to use the net proceeds from the $300 million note offering?

Q: What protections do holders of OCSL’s new Notes have in a Change of Control?

Q: How do the new Notes rank relative to OCSL’s other debt?

8-K Event Classification

Key Figures

Key Terms

Offering Details

What did Oaktree Specialty Lending Corp (OCSL) announce in this Form 8-K?

What are the key terms of OCSL’s new 7.000% Notes due 2031?

How does OCSL plan to use the net proceeds from the $300 million note offering?

What are the redemption features of OCSL’s 7.000% Notes due 2031?

What protections do holders of OCSL’s new Notes have in a Change of Control?

How do the new Notes rank relative to OCSL’s other debt?

The Notes have an aggregate principal amount of $300.0 million, a fixed 7.000% annual interest rate, and mature on September 16, 2031. Interest is payable semiannually in arrears on March 16 and September 16 each year, beginning March 16, 2027.

OCSL expects to use the net proceeds to reduce outstanding debt under its senior secured revolving credit facility and for general corporate purposes, which may include making investments or repaying its 2.700% notes due 2027 at maturity.

If a Change of Control Repurchase Event occurs and OCSL has not redeemed the Notes in full, holders may require OCSL to repurchase for cash some or all Notes at 100% of principal plus accrued and unpaid interest to, but not including, the repurchase date.

The Notes are OCSL’s direct, unsecured obligations, ranking senior to future expressly subordinated debt, equal to existing and future unsecured unsubordinated debt, effectively junior to secured indebtedness to the extent of collateral value, and structurally junior to indebtedness of subsidiaries.

Oaktree Specialty Lending Corp issued $300 million of 7.000% Notes due 2031 to refinance debt and for general corporate purposes under its existing shelf registration.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Oaktree Specialty Lending Corporation (OCSL) entered into a Ninth Supplemental Indenture with Deutsche Bank Trust Company Americas to issue, offer and sell $300.0 million aggregate principal amount of its 7.000% Notes due 2031. The transaction closed on September 16, 2026, and the Notes mature on September 16, 2031, unless earlier redeemed or repurchased.

The Notes pay interest at 7.000% per year, payable semiannually on March 16 and September 16, starting March 16, 2027, and are direct, unsecured obligations ranking senior to subordinated debt, equal to other unsecured unsubordinated debt, and effectively junior to secured and subsidiary indebtedness. Before August 16, 2031, OCSL may redeem the Notes at a make-whole price; on or after that Par Call Date, they are redeemable at 100% of principal plus interest. Upon a Change of Control Repurchase Event, holders can require OCSL to repurchase the Notes at 100% of principal plus accrued interest. OCSL expects to use net proceeds mainly to reduce outstanding borrowings under its senior secured revolving credit facility and for general corporate purposes.

Debt reduction may be temporary because the revolver can be redrawn; the indenture also includes compliance and information covenants.

The company expects the note proceeds to reduce borrowings under its senior secured revolving facility, but it may reborrow under that facility for investments, general purposes, or repayment of its 2.700% notes due 2027.

The supplemental indenture also requires compliance with specified Investment Company Act provisions and financial reporting to noteholders and the trustee if the company is no longer subject to Exchange Act reporting, subject to stated limitations and exceptions.

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Aggregate principal amount of Notes: $300.0 million Coupon rate: 7.000% per year Maturity date: September 16, 2031 +3 more

6 metrics

Aggregate principal amount of Notes $300.0 million 7.000% Notes due 2031 issued, offered and sold

Coupon rate 7.000% per year Interest rate on Notes due 2031

Maturity date September 16, 2031 Stated maturity of the Notes

First interest payment date March 16, 2027 Semiannual interest on March 16 and September 16, commencing this date

Par Call Date August 16, 2031 One month prior to maturity when Notes become callable at 100% of principal

Change of control repurchase price 100% of principal amount Plus accrued and unpaid interest to, but not including, the repurchase date

Ninth Supplemental Indenture, Change of Control Repurchase Event, Par Call Date, shelf registration statement on Form N-2, +1 more

5 terms

Ninth Supplemental Indenture financial

"entered into a Ninth Supplemental Indenture (the “Ninth Supplemental Indenture”) to the Indenture"

Change of Control Repurchase Event financial

"if a Change of Control Repurchase Event (as defined in the Ninth Supplemental Indenture) occurs"

A change of control repurchase event happens when a company is sold or otherwise taken over and that sale triggers contractual rights for holders of stock, options, or debt to force the company to buy their securities back for cash. Think of it like a lease that lets the tenant cash out when the building is sold: it gives certain investors a predictable exit price and timeline. This matters because it can change who owns the company, alter cash on hand, affect future returns and dilution, and influence how attractive a takeover or investment looks.

Par Call Date financial

"Prior to August 16, 2031 (one month prior to the maturity date of the Notes), or the Par Call Date"

The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.

shelf registration statement on Form N-2 regulatory

"offered and sold pursuant to the Company’s effective shelf registration statement on Form N-2"

senior secured revolving credit facility financial

"use the net proceeds of the offering to reduce its outstanding debt under its senior secured revolving credit facility"

A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.

shelf

Offering

Offering Type shelf

Use of Proceeds Net proceeds expected to be used to reduce outstanding debt under the senior secured revolving credit facility and for general corporate purposes, including potentially repaying 2.700% notes due 2027 at maturity.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

OCSL reported entering a Ninth Supplemental Indenture and completing the issuance, offer and sale of $300.0 million aggregate principal amount of 7.000% Notes due 2031 under its effective shelf registration statement on Form N-2.

The Notes have an aggregate principal amount of $300.0 million, a fixed 7.000% annual interest rate, and mature on September 16, 2031. Interest is payable semiannually in arrears on March 16 and September 16 each year, beginning March 16, 2027.

OCSL expects to use the net proceeds to reduce outstanding debt under its senior secured revolving credit facility and for general corporate purposes, which may include making investments or repaying its 2.700% notes due 2027 at maturity.

Before August 16, 2031, OCSL may redeem the Notes at a make-whole price based on a Treasury Rate plus 40 basis points, or 100% of principal, whichever is greater, plus accrued interest. On or after that Par Call Date, the Notes are redeemable at 100% of principal plus accrued interest.

If a Change of Control Repurchase Event occurs and OCSL has not redeemed the Notes in full, holders may require OCSL to repurchase for cash some or all Notes at 100% of principal plus accrued and unpaid interest to, but not including, the repurchase date.

The Notes are OCSL’s direct, unsecured obligations, ranking senior to future expressly subordinated debt, equal to existing and future unsecured unsubordinated debt, effectively junior to secured indebtedness to the extent of collateral value, and structurally junior to indebtedness of subsidiaries.

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Available on EDGAR 09/16/2026 - 04:06 PM Accepted by SEC EDGAR 09/16/2026 - 04:05 PM

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): September 16, 2026 (September 16, 2026)

Oaktree Specialty Lending Corporation

(Exact name of Registrant as specified in its charter)


Delaware	814-00755	26-1219283
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


333 South Grand Avenue, 28th Floor Los Angeles, CA		90071
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (213)

830-6300

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:

☐	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	OCSL	The Nasdaq Stock Market LLC

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 16, 2026, in connection with a previously announced public offering, Oaktree Specialty Lending Corporation (the “Company”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), entered into a Ninth Supplemental Indenture (the “Ninth Supplemental Indenture”) to the Indenture, dated April 30, 2012, between the Company and the Trustee (the “Indenture”). The Ninth Supplemental Indenture relates to the Company’s issuance, offer and sale of $300.0 million aggregate principal amount of its 7.000% Notes due 2031 (the “Notes”).

The Company expects to use the net proceeds of the offering to reduce its outstanding debt under its senior secured revolving credit facility and for general corporate purposes. The Company may reborrow under its senior secured revolving credit facility to make investments in accordance with its investment objective and strategies or general corporate purposes (including repaying our 2.700% notes due 2027 at maturity).

The Notes mature on September 16, 2031 (the “Maturity Date”), unless previously redeemed or repurchased in accordance with their terms. The Notes bear interest at a rate of 7.000% per year payable semiannually in arrears on March 16 and September 16 of each year, commencing on March 16, 2027. The Notes are the Company’s direct, unsecured obligations and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

Prior to August 16, 2031 (one month prior to the maturity date of the Notes), or the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a

360-day

year consisting of twelve

30-day

months) at the Treasury Rate plus 40 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. The Notes will not be subject to any sinking fund. In addition, if a Change of Control Repurchase Event (as defined in the Ninth Supplemental Indenture) occurs prior to maturity, unless the Company has exercised its right to redeem the Notes in full, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

The Indenture, as supplemented by the Ninth Supplemental Indenture, contains certain covenants, including a covenant requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”) and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be 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 set forth in the Indenture.

The Notes were offered and sold pursuant to the Company’s effective shelf registration statement on Form

N-2

(Registration

No. 333-292920)

previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated September 9, 2026, a final prospectus supplement dated September 9, 2026 and a pricing term sheet filed with the SEC on September 9, 2026. This Current Report on Form

8-K

shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The transaction closed on September 16, 2026.

The description above is only a summary of the material provisions of the Ninth Supplemental Indenture and the Notes and is qualified in i

entirety by reference to copies of the Ninth Supplemental Indenture and the Notes, respectively, each filed as exhibits to this Current Report on

Form 8-K

and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.


(d)		Exhibits

4.1		Ninth Supplemental Indenture, dated as of September 16, 2026, relating to the 7.000% Notes due 2031, between the Company and Deutsche Bank Trust Company Americas, as trustee

4.2		Form of 7.000% Notes due 2031 (contained in the Ninth Supplemental Indenture filed as Exhibit 4.1 hereto)

5.1		Opinion of Kirkland & Ellis LLP

23.1		Consent of Kirkland & Ellis LLP (contained in the opinion filed as Exhibit 5.1 hereto)

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

SIGNATURE

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

Source: View Original Filing on SEC EDGAR

OAKTREE SPECIALTY LENDING CORPORATION

Date: September 16, 2026

/s/ Christopher McKown

Name: Christopher McKown

Title: Chief Financial Officer and Treasurer

3 documents