Blue Owl Technology Finance (NYSE: OTF) sets up $150M–$250M secured credit facility

Blue Owl Technology Finance (NYSE: OTF) sets up $150M–$250M secured credit facility

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What new credit facility did Blue Owl Technology Finance Corp. (OTF) enter into?

How large is the new Athena Funding III credit facility for Blue Owl Technology Finance (OTF)?

What are the interest and fee terms on Blue Owl Technology Finance’s new facility?

When does the Blue Owl Technology Finance Athena Funding III credit facility mature?

How is the Athena Funding III facility secured, and does it affect other OTF creditors?

How will proceeds from the Athena Funding III facility be used within Blue Owl Technology Finance (OTF)?

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Form Type

8-K

Blue Owl Technology Finance Corp. entered into a new Loan Financing and Servicing Agreement through its subsidiary Athena Funding III LLC, creating a secured revolving credit facility to finance technology lending assets. The initial maximum principal is $150 million, with potential expansion up to $250 million, subject to a borrowing base tied to Athena Funding III’s asset values and various eligibility, concentration, and collateral quality tests.

The facility allows draws and redraws for up to three years from May 21, 2026, and matures on May 21, 2031. Borrowings bear interest at a reference rate initially based on SOFR plus 2.10% per annum during the revolving period, with an additional 0.15% per annum afterward, and a 0.25% per annum undrawn fee on certain unused commitments. The credit line is secured by a first-priority interest in Athena Funding III’s assets, which are not available to pay the company’s other debts, though the SPV’s borrowings count toward the company’s 1940 Act asset coverage requirements.

New secured SPV credit facility increases funding capacity but also adds leverage.

Blue Owl Technology Finance Corp. set up a dedicated borrower, Athena Funding III, with a revolving credit facility initially sized at $150 million, expandable to $250 million. This structure finances eligible assets the SPV acquires or purchases from the company, while the company keeps a residual equity interest.

Pricing is based on a reference rate, initially SOFR, plus 2.10% during the Revolving Period, with an extra 0.15% afterward, and includes a 0.25% undrawn fee and a make-whole fee. These terms and the various borrowing base and collateral tests are typical for asset-backed credit lines.

The facility is secured solely by Athena Funding III’s assets, which are ring-fenced from other creditors, but the SPV’s borrowings are treated as the company’s for 1940 Act asset coverage. The overall impact depends on how much of the capacity is ultimately used and the performance of the financed assets.

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, and exhibit attachments filed with this report.

Initial facility size: $150 million Potential facility increase: $250 million Revolving period length: Up to 3 years +4 more

7 metrics

Initial facility size $150 million Initial maximum principal amount under the credit facility

Potential facility increase $250 million Maximum principal if increased, subject to conditions

Revolving period length Up to 3 years Period after May 21, 2026 during which draws and redraws are allowed

Facility maturity date May 21, 2031 Facility Termination Date when all borrowings must be repaid

Interest spread during Revolving Period SOFR + 2.10% per annum Interest margin on drawn amounts in the Revolving Period

Post-Revolving Period step-up 0.15% per annum Additional spread after the Revolving Period ends

Undrawn commitment fee 0.25% per annum Fee on certain unused portions of the revolving commitment

Loan Financing and Servicing Agreement, borrowing base test, Revolving Period, Facility Termination Date, +2 more

6 terms

Loan Financing and Servicing Agreement financial

"entered into a Loan Financing and Servicing Agreement (the “LFSA”), with Athena Funding III, as borrower"

borrowing base test financial

"subject to a borrowing base test, which is based on the value of Athena Funding III’s assets"

Revolving Period financial

"ability to draw and redraw revolving loans under the LFSA for a period of up to three years after the Closing Date (the “Revolving Period”)"

A revolving period is the set time under a loan or credit line when a borrower can draw, repay and draw again up to an agreed limit—think of it like the open window on a company credit card. It matters to investors because it controls when a company has flexible access to cash, influencing short-term liquidity, borrowing costs and refinancing risk; changes to that period can affect a firm’s ability to meet obligations without selling assets or issuing new shares.

Facility Termination Date financial

"Unless otherwise terminated, the LFSA will mature on May 21, 2031 (the “Facility Termination Date”)."

make-whole fee financial

"a make-whole fee is payable during the Revolving Period based on the excess of a specified percentage"

asset coverage requirements under the 1940 Act regulatory

"Borrowings of Athena Funding III are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act."

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/28/2026 - 04:22 PM

Blue Owl Technology Finance Corp. entered into a Loan Financing and Servicing Agreement for Athena Funding III LLC, creating a secured revolving credit facility. It finances eligible assets, including loans acquired from the company, using borrowings backed by Athena Funding III’s asset pool.

The facility’s initial maximum principal amount is $150 million, with the possibility to increase up to $250 million. Actual availability depends on a borrowing base test tied to Athena Funding III’s asset values and compliance with various collateral and concentration conditions.

Borrowings accrue interest at a reference rate initially based on SOFR plus 2.10% per annum during the revolving period, with an extra 0.15% afterward. Certain undrawn commitments carry a 0.25% per annum fee, and a make-whole fee applies during the revolving period.

The facility allows revolving borrowings for up to three years after the May 21, 2026 closing date. It is scheduled to mature on May 21, 2031, when all outstanding principal, interest, fees, and expenses of Athena Funding III must be paid in full.

The facility is secured by a perfected first priority security interest in Athena Funding III’s assets and related payments. Those pledged assets are not available to pay Blue Owl Technology Finance Corp.’s other debts, although the SPV’s borrowings count toward its 1940 Act asset coverage requirements.

Proceeds will finance origination and acquisition of eligible assets by Athena Funding III, including purchases from Blue Owl Technology Finance Corp. Cash flows from those assets first cover fees, expenses, and interest, with any excess reinvested or returned to the company, subject to conditions.

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): May 21, 2026

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

On May 21, 2026 (the “Closing Date”), Athena Funding III LLC (“Athena Funding III”), a Delaware limited liability company and a subsidiary of Blue Owl Technology Finance Corp., a Maryland corporation (the “Company” or “us”) entered into a Loan Financing and Servicing Agreement (the “LFSA”), with Athena Funding III, as borrower, Deutsche Bank AG, New York Branch, as facility agent, State Street Bank and Trust Company, as collateral agent and as collateral custodian, the Company, as equityholder and as services provider, and the lenders party thereto.

From time to time, the Company expects to sell and contribute certain investments to Athena Funding III pursuant to a Sale and Contribution Agreement by and between the Company and Athena Funding III. No gain or loss will be recognized as a result of the contribution. Proceeds from the LFSA will be used to finance the origination and acquisition of eligible assets by Athena Funding III, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Athena Funding III through its ownership of Athena Funding III. The initial maximum principal amount which may be borrowed under the Credit Facility is $150 million, subject to increase up to $250 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding III’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits, collateral quality tests and a minimum equity condition.

The LFSA provides for the ability to draw and redraw revolving loans under the LFSA for a period of up to three years after the Closing Date (the “Revolving Period”). Unless otherwise terminated, the LFSA will mature on May 21, 2031 (the “Facility Termination Date”). Prior to the Facility Termination Date, proceeds received by Athena Funding III from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company or reinvested to purchase new assets, subject to certain conditions. On the Facility Termination Date, Athena Funding III must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company. The credit facility may be permanently reduced, in whole or in part, at the option of Athena Funding III subject to payment of a premium for a period of time.

Amounts drawn bear interest at a reference rate (initially SOFR) plus a spread of 2.10% per annum during the Revolving Period (with an additional 0.15% per annum after the end of the Revolving Period). The undrawn amount of the revolving commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum. In addition, a make-whole fee is payable during the Revolving Period based on the excess of a specified percentage of the aggregate commitments over the daily average advances outstanding. Certain additional fees are payable to Deutsche Bank AG, New York Branch as facility agent.

The LFSA contains customary covenants, including certain maintenance covenants, and events of default. The LFSA is secured by a perfected first priority security interest in the assets of Athena Funding III and on any payments received by Athena Funding III in respect of those assets. Assets pledged to the lenders will not be available to pay the debts of the Company.

Borrowings of Athena Funding III are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

The description above is only a summary of the material provisions of the LFSA and is qualified in its entirety by reference to the agreements which are filed as Exhibits 10.1 and 10.2 to this current report on Form 8-K and are incorporated herein by reference.

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 Number		Description

10.1		Loan Financing and Servicing Agreement, dated as of May 21, 2026, among Athena Funding III LLC, as Borrower, Blue Owl Technology Finance Corp., as Equityholder and Services Provider, the Lenders from time to time parties thereto, Deutsche Bank, AG, New York Branch, as Facility Agent, the other Agents parties thereto and State Street Bank and Trust Company, as Collateral Agent and Custodian.

10.2		Sale and Contribution Agreement, dated as of May 21, 2026, between Blue Owl Technology Finance Corp., as Seller and Athena Funding III, LLC, as Purchaser.

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 hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

5 documents

Blue Owl Technology Finance Corp.

Date: May 28, 2026

/s/ Jonathan Lamm

Name: Jonathan Lamm

Title: Chief Financial Officer and Chief Operating Officer