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

Rhea-AI Filing Summary

Blue Owl Technology Finance Corp. (OTF) entered into a material definitive agreement, completing a $501.32 million term debt securitization (CLO) through its consolidated subsidiary, Athena CLO V, LLC. The Issuer sold secured notes consisting of $260 million Class A at three-month term SOFR + 1.73%, $25 million Class B at SOFR + 2.25%, and $15 million Class C at SOFR + 2.70%, all scheduled to mature on October 15, 2038. The notes were privately placed and are secured by middle market loans and related assets.

Concurrently, the Issuer issued approximately $201.32 million of subordinated securities via 201,320 preferred shares at $1,000 per share, all purchased by the Company, which serves as the retention holder. OTF contributed approximately $447.686 million funded par amount of middle market loans at closing under a loan sale agreement, recognizing no gain or loss. Through October 15, 2030, loan proceeds may be used to buy additional eligible middle market loans under the direction of Blue Owl Technology Credit Advisors LLC as collateral manager. OTF expects to use note proceeds, net of fees and expenses, for general corporate purposes. The collateral manager has waived its fee but may rescind the waiver, with an offset mechanism to the advisory fee if rescinded.

Insights

Structured Finance Analyst

OTF raises $501.32M via CLO; reinvests through 2030.

OTF executed a CLO totaling $501.32 million, issuing senior and mezzanine notes backed by middle market loans. Tranches priced at SOFR plus 1.73%, 2.25%, and 2.70% are scheduled to mature on October 15, 2038. The Company also purchased $201.32 million in preferred shares to meet risk retention requirements.

At closing, OTF contributed approximately $447.686 million funded par loans, with no gain or loss recognized. Through October 15, 2030, proceeds can be used to purchase additional eligible loans under the collateral manager’s direction, aligning with the Company’s strategy.

Collateral management fees are currently waived, though rescindable; if reinstated, an offset against the advisory fee applies for portions owned by the Company. Proceeds, net of fees and expenses, are expected to be used for general corporate purposes. Overall impact appears administrative and financing-related rather than thesis-changing.

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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): October 8, 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 (§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 October 8, 2025 (the “Closing Date”), Blue Owl Technology Finance Corp. (“OTF” or the “Company”) completed a $501.32 million term debt securitization transaction (the “CLO Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO Transaction were issued by the Company’s consolidated subsidiary Athena CLO V, LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Issuer.

The CLO Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture dated as of the Closing Date (the “Indenture”), by and among the Issuer and State Street Bank and Trust Company: (i) $260 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 1.73%, (ii) $25 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 2.25% and (iii) $15 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 2.70% (together, the “Secured Notes”). The Notes are secured by middle market loans, participation interests in middle market loans and other assets of the Issuer. The Notes are scheduled to mature on October 15, 2038. The Secured Notes were privately placed by MUFG Securities Americas Inc. as Initial Purchaser and NatWest Markets Securities Inc. as Co-Placement Agent with respect to the Class A Notes.

Concurrently with the issuance of the Secured Notes, the Issuer issued approximately $201.32 million of subordinated securities in the form of 201,320 preferred shares at an issue price of U.S.$1,000 per share (the “Preferred Shares”). The Preferred Shares were issued by the Issuer as part of its issued share capital and are not secured by the collateral securing the Notes. The Company purchased all of the Preferred Shares. The Company acts as retention holder in connection with the CLO Transaction for the purposes of satisfying certain U.S., European Union and UK regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Preferred Shares.

As part of the CLO Transaction, the Company entered into a loan sale agreement with the Issuer dated as of the Closing Date (the “OTF Loan Sale Agreement”), which provided for the contribution of approximately $447.686 million funded par amount of middle market loans from the Company to the Issuer on the Closing Date and for future sales from the Company to the Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Notes. No gain or loss was recognized as a result of these sales and contributions. The Company made customary representations, warranties, and covenants to the Issuer under the loan sale agreement.

Through October 15, 2030, a portion of the proceeds received by the Issuer from the loans securing the Secured Notes may be used by the Issuer to purchase additional middle market loans under the direction of Blue Owl Technology Credit Advisors LLC (“OTCA” or the “Adviser”), the Company’s investment advisor, in its capacity as collateral manager for the Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.

The Notes are the secured obligation of the Issuer, and the Indenture includes customary covenants and events of default. The Secured Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

OTCA will serve as collateral manager for the Issuer under a collateral management agreement dated as of the Closing Date (the “Collateral Management Agreement”). OTCA is entitled to receive fees for providing these services. OTCA has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the Athena CLO V Issuer’s equity or notes owned by the Company.

OTF expects to use the proceeds of the issuance and incurrence of the Notes, net of certain fees and expenses, for general corporate purposes.

The above description of the documentation related to the CLO Transaction and other arrangements entered into on the Closing Date contained in this Current Report on Form 8-K do not purpose to be complete and are qualified in their entirety by reference to the underlying agreements, including the Indenture, the OTF Loan Sale Agreement and the Collateral Management Agreement, each filed as exhibits hereto and incorporated by reference herein.

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		Indenture, dated as of October 8, 2025, by and between Athena CLO V, LLC as Issuer, and State Street Bank and Trust Company, as Trustee.
10.2		Collateral Management Agreement, dated as of October 8, 2025, between Athena CLO V, LLC and Blue Owl Technology Credit Advisors LLC.
10.3		Loan Sale Agreement, dated as of October 8, 2025, between Blue Owl Technology Finance Corp., as Seller, and Athena CLO V, 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.

		Blue Owl Technology Finance Corp.
October 14, 2025		By:		/s/ Jonathan Lamm
				Name:		Jonathan Lamm
				Title:		Chief Operating Officer and Chief Financial Officer

FAQ

What transaction did OTF (NYSE: OTF) complete?

OTF completed a collateralized loan obligation (CLO) term debt securitization totaling $501.32 million through Athena CLO V, LLC.

What are the interest rates and sizes of the OTF CLO tranches?

Class A: $260 million at SOFR + 1.73%; Class B: $25 million at SOFR + 2.25%; Class C: $15 million at SOFR + 2.70%.

When do the CLO notes mature for OTF?

The secured notes are scheduled to mature on October 15, 2038.

How much subordinated capital did OTF purchase in the CLO?

OTF purchased approximately $201.32 million of preferred shares (201,320 shares at $1,000 per share) as the retention holder.

What collateral did OTF contribute at closing?

OTF contributed approximately $447.686 million funded par amount of middle market loans, recognizing no gain or loss.

How will OTF use the CLO proceeds?

OTF expects to use proceeds of the notes, net of certain fees and expenses, for general corporate purposes.

Who manages the CLO collateral for OTF and what about fees?

Blue Owl Technology Credit Advisors LLC serves as collateral manager. Its fee is waived but may be rescinded, with an offset to the advisory fee if reinstated.