[8-K] Blue Owl Technology Finance Corp. Reports Material Event

Rhea-AI Filing Summary

Blue Owl Technology Finance Corp. entered into a Tripartite Agreement that replaces the retiring trustee with Deutsche Bank Trust Company Americas as successor trustee under the Indenture framework. The agreement transfers the retiring trustee's rights, powers, trusts and duties under the Base Indenture dated June 12, 2020 and the Second, Third, Fourth and Fifth Supplemental Indentures (dated September 23, 2020; December 17, 2020; June 14, 2021; and January 21, 2025, respectively), and the Successor Trustee accepts those roles including trustee, security registrar, paying agent, authenticating agent and depositary custodian.

Notably, the Successor Trustee's appointment as paying agent and security registrar is delayed until ten business days after the Tripartite Agreement's effective date. The full Tripartite Agreement is filed as Exhibit 4.1 to the report.

Positive

• Successor Trustee appointed: Deutsche Bank Trust Company Americas accepts trustee responsibilities under the Indenture.
• Comprehensive transfer: Agreement covers the Base Indenture and the Second, Third, Fourth and Fifth Supplemental Indentures, consolidating trustee duties.

Negative

• Operational delay: Successor Trustee's roles as paying agent and security registrar are not effective until ten business days after the agreement's effective date.

Insights

Financial Analyst

TL;DR Procedural trustee replacement under existing indentures; paying agent and registrar functions delayed for ten business days.

The Tripartite Agreement documents a transfer of trustee responsibilities from the retiring trustee (Computershare Trust Company, N.A., successor to Wells Fargo Bank, N.A.) to Deutsche Bank Trust Company Americas across the Base Indenture and four supplemental indentures, including the recently executed Fifth Supplemental Indenture. This is a contractual, administrative change that transfers fiduciary and operational duties; the only operational delay explicitly disclosed is a ten-business-day lag before paying agent and security registrar roles become effective. The filing includes the agreement as Exhibit 4.1 for investor review.

Corporate Governance Expert

TL;DR Trustee succession formalized by Tripartite Agreement; scope covers all listed supplemental indentures and preserves trustee protections and indemnities.

The agreement confirms assignment and acceptance of all rights, indemnities, protections, powers and duties from the retiring trustee to the successor trustee under the Indenture documents listed. The successor expressly accepts the roles of trustee, security registrar, paying agent, authenticating agent and depositary custodian, subject to the stated ten-business-day effective delay for two functions. The executed Tripartite Agreement is provided as Exhibit 4.1, enabling stakeholders to review the precise legal terms.

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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): August 11, 2025

BLUE OWL TECHNOLOGY FINANCE CORP.

(Exact name of Registrant as Specified in Its Charter)

Maryland		000-55977		83-1273258
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

399 Park Avenue 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		OTF		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 1.01. Entry into a Material Definitive Agreement.

Tripartite Agreement

On August 11, 2025, Blue Owl Technology Finance Corp. (the “Company”) entered into an agreement of removal, appointment and acceptance (the “Tripartite Agreement”), with Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (the “Retiring Trustee”) and Deutsche Bank Trust Company Americas (the “Successor Trustee”), with respect to the Indenture, dated June 12, 2020 between the Company and the Retiring Trustee (the “Base Indenture”), the second supplemental indenture, dated September 23, 2020 (the “Second Supplemental Indenture”) between the Company and the Retiring Trustee, the third supplemental indenture, dated December 17, 2020 (the “Third Supplemental Indenture”) between the Company and the Retiring Trustee, the Fourth Supplemental Indenture, dated June 14, 2021 (the “Fourth Supplemental Indenture”) between the Company and the Retiring Trustee, and the Fifth Supplemental Indenture, dated January 21, 2025 (the “Fifth Supplemental Indenture” and together with the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, and the Fourth Supplemental Indenture, the “Indenture”) between the Company and the Retiring Trustee.

The Tripartite Agreement provides that, effective as of the date thereof, (1) the Retiring Trustee assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title and interest under the Indenture and all of the rights, power, trusts and duties as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture; and (2) the Successor Trustee accepts its appointment as successor trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture, and accepts the rights, indemnities, protections, powers, trust and duties of or afforded to Retiring Trustee as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture; provided, however, that the Successor Trustee’s appointment in its capacities as paying agent and security registrar are not effective until ten business days after the effective date of the Tripartite Agreement.

The foregoing description of the Tripartite Agreement is qualified in its entirety by reference to the full text of the Tripartite Agreement, a copy of which is filed hereto as Exhibit 4.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
4.1		Agreement of Removal, Appointment and Acceptance, dated August 11, 2025, between Blue Owl Technology Finance Corp., Computershare Trust Company, N.A., and Deutsche Bank Trust Company Americas.
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 Technology Finance Corp.
August 11, 2025		By:		/s/ Jonathan Lamm
				Name:		Jonathan Lamm
				Title:		Chief Operating Officer and Chief Financial Officer

FAQ

What trustee change did Blue Owl (OTF) disclose?

Blue Owl disclosed a Tripartite Agreement transferring trustee duties from Computershare Trust Company, N.A. (successor to Wells Fargo Bank, N.A.) to Deutsche Bank Trust Company Americas.

Which indentures are covered by the Tripartite Agreement?

The agreement covers the Base Indenture dated June 12, 2020 and the Second, Third, Fourth and Fifth Supplemental Indentures dated September 23, 2020; December 17, 2020; June 14, 2021; and January 21, 2025.

When do the Successor Trustee's paying agent and security registrar roles become effective?

Those roles become effective ten business days after the effective date of the Tripartite Agreement, per the filing.

Where can I find the full Tripartite Agreement filed by Blue Owl (OTF)?

The full agreement is filed as Exhibit 4.1 to the Form 8-K and is incorporated by reference in the report.

Does the filing state which entity was the retiring trustee?

Yes. The retiring trustee is Computershare Trust Company, N.A., identified as successor to Wells Fargo Bank, National Association.