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

Rhea-AI Filing Summary

Blue Owl Technology Finance Corp. disclosed a waiver that allows certain restricted shares subject to its Lock-Up Period to become freely tradable on September 9, 2025. The waiver does not affect shares subject to the company’s Second Lock-Up Period or Third Lock-Up Period. Management states the waiver is intended to enhance liquidity for the company’s common stock and provide investors with additional liquidity in a streamlined manner. The announcement appears in a press release dated September 3, 2025, signed by Jonathan Lamm, Chief Financial Officer and Chief Operating Officer.

Positive

• Specified release date: restricted shares become freely tradable on September 9, 2025
• Management view: company states the waiver will enhance liquidity and provide additional investor liquidity
• Public disclosure: announcement made via a press release dated September 3, 2025 signed by the CFO

Negative

• Limited scope: the waiver "will have no effect" on shares subject to the Second Lock-Up Period or the Third Lock-Up Period

Insights

Capital Markets Analyst

TL;DR: A partial lock-up waiver frees some shares on September 9, 2025, aiming to improve liquidity.

The waiver makes a defined tranche of restricted shares convertible to freely tradable common stock on September 9, 2025, which increases the supply of tradable shares on that date. This is a mechanical event: the document specifies timing and scope and does not change other lock-up tranches.

Dependencies and risks include the limited scope because the waiver "will have no effect" on shares under the Second or Third Lock-Up Periods, so only part of the restricted base is released. Monitor trading activity and volume around September 9, 2025 for realized liquidity changes and any price impact tied to the newly tradable tranche.

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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): September 3, 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 8.01 Other Events

Waiver of Transfer Restrictions

On September 3, 2025, Blue Owl Technology Finance Corp. (NYSE: OTF) (the “Company”) issued a press release announcing that the Company’s board of directors (the “Board”) has waived the transfer restrictions (the “Transfer Restrictions”) contained in the Company’s second amended and restated articles of incorporation (the “Charter”) with respect to 46,513,271 shares of the Company’s common stock, effective as of September 9, 2025.

The Charter provides for three separate restricted periods as set forth below and initially applied to all of the Company’s shares that were acquired by shareholders prior to June 12, 2025 (the “Listing Date”), the date on which the Company’s shares were listed on the New York Stock Exchange (the “Listing”). Previously, in connection with the Listing, the Board waived the transfer restrictions with respect to 23,256,814 shares of the Company’s common stock and a pro rata portion of each shareholder’s shares of the Company’s common stock were released from each of the three separate restricted periods.

The three separate restricted periods are as follows:

• One period is 180 days after the Listing Date and applies to all shares of the Company’s common stock issued prior to the Listing Date (the “First Lock-Up Period”);

• One period is 270 days after the Listing and applies to two-thirds of the shares of the Company’s common stock issued prior to the Listing Date (the “Second Lock-Up Period”); and

• One period is 365 days after the Listing and applies to one-third of the shares of the Company’s common stock issued prior to the Listing Date (the “Third Lock-Up Period”).

As a result of the current waiver, approximately half of each shareholder’s shares of the Company’s common stock that would otherwise become freely tradeable upon expiration of the First Lock-Up Period will become freely tradeable on September 9, 2025. The current waiver will have no effect on the shares of the Company’s common stock subject to the Second Lock-Up Period or the Third Lock-Up Period. The Company’s management believes that the current waiver will enhance the liquidity of the Company’s common stock and provide investors with additional liquidity in a simple and streamlined way.

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Company, its current and prospective portfolio investments, its industry, its beliefs and opinions, and its assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors identified in the Company’s filings with the Securities and Exchange Commission. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date on which the Company makes them. The Company does not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated September 3, 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 TECHNOLOGY FINANCE CORP.
Dated: September 3, 2025				By:		/s/ Jonathan Lamm
				Name:		Jonathan Lamm
				Title:		Chief Financial Officer and Chief Operating Officer

FAQ

What did Blue Owl Technology Finance Corp. (OTF) announce in the 8-K?

The company announced a waiver allowing certain restricted shares to become freely tradable on September 9, 2025 and said the waiver is intended to enhance liquidity.

Which shares are affected by the waiver and which are not?

The waiver applies to the specified Lock-Up Period tranche that will be free on September 9, 2025; it does not affect shares under the Second Lock-Up Period or the Third Lock-Up Period.

When was the lock-up waiver disclosed?

The action was disclosed in a press release dated September 3, 2025 and included in the Form 8-K filing.

Who signed the disclosure for Blue Owl Technology Finance Corp.?

The press release/Form 8-K is signed by Jonathan Lamm, Chief Financial Officer and Chief Operating Officer.

Does the disclosure provide financial metrics or earnings information?

No. The disclosure only describes the lock-up waiver timing and its intended liquidity benefits; it contains no earnings or other financial metrics.